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 each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do the Stockholder does not, and the performance of this Agreement by each of Parent and Purchaser the Stockholder shall not, (i) conflict with or violate the certificate of incorporation and by-laws laws, agreement of Parent limited partnership, limited liability company agreement or Purchaserequivalent organizational documents, as the case may be, of the Stockholder, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b4.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser the Stockholder or by which any property or asset of Parent or Purchaser the Stockholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserthe Stockholder, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser the Stockholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do the Stockholder does not, and the performance of this Agreement by each of Parent and Purchaser the Stockholder shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser the Stockholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each the Shareholder and the grant of the Proxy to Parent and Purchaser do by the Shareholder does not, and the performance of this Agreement by each the Shareholder and the grant of the Proxy to Parent and Purchaser shall by the Shareholder will not, (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the certificate Shareholder or by which the Shareholder or any of incorporation and by-laws of Parent the Shareholder's material properties is bound or Purchaseraffected, (ii) assuming satisfaction in case the Shareholder is a corporation or other entity, violate or conflict with the certificate of incorporation, bylaws, articles of organization, limited liability company operating agreement, trust agreement or other equivalent organizational documents of the requirements set forth in Section 5.02(b) belowShareholder (if any), conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or (iii) result in any breach of, or constitute a default (with or event that with without notice or lapse of time or both would become a defaultboth) any breach of or default under, or give to others another party any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance or restriction on any of the material property or assets of the Shareholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of Parent the Shareholder's material properties is bound or Purchaser, except for any such conflicts, violations, breaches, defaults affected. There is no beneficiary or holder of a voting trust certificate or other occurrences that would not prevent interest of any trust of which the Shareholder is a trustee whose consent is required for the execution and delivery of this Agreement or materially delay the ability consummation by the Shareholder of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, by this Agreement. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each the Shareholder and the grant of the Proxy to Parent by the Shareholder do not and Purchaser shall not, will not require any consent, approval, authorization or permit of, or filing with, with or notification by the Shareholder to, any Governmental Authoritythird party or any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities ActExchange Act of 1934, as amended (the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, "EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would could not prevent or materially delay the ability performance by the Shareholder of Parent or Purchaser to carry out its obligations underunder this Agreement. Other than this Agreement, and the Shareholder does not have any understanding in effect with respect to consummate the voting or transfer of any Shares. The Shareholder is not required to make any filing with or notify any governmental or regulatory authority in connection with this Agreement, the Merger Agreement or the transactions contemplated byhereby or thereby pursuant to the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, this Agreementas amended, and the rules and regulations promulgated thereunder (the "HSR ACT").

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b) belowof this Agreement have been made, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, herein or otherwise prevent or materially delay Parent and Purchaser from performing their obligations under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the ability of transactions contemplated herein, or otherwise prevent Parent or Purchaser to carry out its from performing their obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Settlement Agreement by each of Parent Purchaser and Purchaser Exeter do not, and the performance of this Agreement and the Settlement Agreement by each of Parent Purchaser and Purchaser shall Exeter will not, (i) conflict with or violate the certificate organizational documents of incorporation and by-laws of Parent Purchaser or PurchaserExeter, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(bsubsection (b) belowhave been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Law applicable to Parent Purchaser or Purchaser Exeter or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Purchaser or Exeter pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Exeter is a party or by which Purchaser or Exeter or any property or asset of Parent either of them is bound or Purchaseraffected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Parent Transactions, or otherwise prevent the Purchaser to carry out or Exeter from performing its obligations under, and to consummate under this Agreement or the transactions contemplated by, this Settlement Agreement. (b) The execution and delivery of this Agreement and the Settlement Agreement by each of Parent Purchaser and Purchaser Exeter do not, and the performance of this Agreement and the Settlement Agreement by each of Parent Purchaser and Purchaser shall Exeter will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental AuthorityAuthority or any other person, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Act and Blue Sky Laws and the premerger notification requirements filing and recordation of the HSR Actappropriate documents 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 prevent or materially delay consummation of the ability of Parent Transactions, or otherwise prevent Purchaser to carry out its or Exeter from performing their obligations under, and to consummate under this Agreement or the transactions contemplated by, this Settlement Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall Shareholder will not, (i) conflict with or violate any agreement to which Shareholder is a party, any trust agreement or any equivalent organizational documents, as the certificate case may be, of incorporation and by-laws of Parent or PurchaserShareholder, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser Shareholder or by which any property or asset of Parent or Purchaser Shareholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, pledge, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or PurchaserShareholder, except except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser Shareholder to carry out its Shareholder’s obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall Shareholder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental AuthorityBody, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of the HSR Actstate securities or “blue sky” laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser Shareholder to carry out its Shareholder’s obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of Parent or PurchaserParent, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser any of its properties is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent is a party or by which it or any of Parent its properties is bound or Purchaseraffected, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent cause or materially delay the ability create a material risk of non-performance or delayed performance by Parent or Purchaser to carry out of its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of the HSR Act, Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability performance by Parent of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and by-laws Incorporation or Bylaws (or equivalent documents) of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of to which Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementis a party or by which Parent or Purchaser or any property or asset of either of them is bound or subject. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental 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 takeover laws, the premerger notification requirements HSR Act and filing and recordation of the HSR Act, 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, would not prevent or materially delay consummation of the ability of Offer or the Merger, or otherwise prevent Parent or Purchaser to carry out its from performing their respective obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall do not and will not, : (i) conflict with or violate the certificate respective certificates of incorporation and or by-laws of Parent or Purchaser; (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) assuming satisfaction and (iii) of the requirements set forth subsection (b) below have been obtained and all filings described in Section 5.02(b) belowsuch clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property either of them or asset of Parent or Purchaser is their respective properties are bound or affected affected; or (iii) result in any breach of, or violation of or constitute a default (or an event that which with notice or lapse of time or both would could become a default) or result in the loss of a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any of their respective properties are bound or affected, except except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not which are not, individually or in the aggregate, reasonably likely to prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, do not and will not require any consent, approval, authorization or permit of, or action by, filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of rules and regulations promulgated thereunder, the HSR Act, state securities, takeover and "blue sky" laws, (ii) where the failure to obtain filing and recordation of appropriate merger or other documents as required by the DGCL, and (iii) such consents, approvals, authorizations or authorizations, permits, actions, filings or notifications the failure of which to make such filings or notificationsobtain are not, would not individually or in the aggregate, reasonably likely to prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent CGE and Purchaser Anjou do not, and the performance of this Agreement by each of Parent CGE and Purchaser shall Anjou will not, (i) conflict with or violate the certificate statuts (articles of incorporation association) and by-laws bylaws (or other similar organizational documents) of Parent CGE or Purchaserthe Certificate of Incorporation or Bylaws of Anjou, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent CGE or Purchaser Anjou or by which any property or asset of Parent either or Purchaser them is bound or affected bound, 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 would become a default) under, or to give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of CGE or Anjou pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which CGE or Anjou is a party or by which CGE or Anjou or any property or asset of Parent or Purchasereither of them is bound, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or in the aggregate, materially delay the ability performance by CGE or Anjou of Parent or Purchaser to carry out any of its obligations under, and to consummate under this Agreement or the consummation of any of the transactions contemplated by, this Agreementhereby. (b) The execution and delivery of this Agreement by each of Parent CGE and Purchaser Anjou do not, and the performance of this Agreement by each of Parent CGE and Purchaser shall Anjou will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, of (x) the Securities Act, (y) the Exchange Act, Act or (z) Blue Sky Laws Laws, (ii) compliance with the rules and the premerger notification requirements regulations of the HSR ActAMEX, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability performance by CGE or Anjou of Parent or Purchaser to carry out any of its obligations under, and to consummate under this Agreement or the consummation of any of the transactions contemplated by, this Agreementhereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Acquiror do not, and the performance of this Agreement by each of Parent and Purchaser Acquiror shall not, (i) conflict with or violate either the certificate Articles of incorporation and by-laws Incorporation or Bylaws of Parent or Purchaserthe Articles of Incorporation or Bylaws of Acquiror, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser Acquiror or by which any property either of them or asset of Parent or Purchaser their respective properties is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent or Acquiror pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserAcquiror is a party or by which Parent or Acquiror or any of their respective properties is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of Parent or Purchaser to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Acquiror does not, and the performance of this Agreement by each of Parent and Purchaser Acquiror shall not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act, ") and State securities laws ("Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementLaws").

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Parent and Purchaser the Merger Sub do not, and the performance of this Agreement by each of the Parent and Purchaser shall the Merger Sub will not, (i) conflict with or violate result in any violation of the certificate or articles of incorporation and by-laws or bylaws or equivalent organizational documents of the Parent or Purchaserthe Merger Sub, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b3.2(b) below, conflict with or violate result in any Law violation of any federal, state, local, and foreign law, ordinance, regulation, interpretation, judgment, decree, injunction, permit, license, certificate, governmental requirement, order, or any similar item of any court or other Governmental Authority applicable to the Parent or Purchaser and the Merger Sub or by which any property or asset of the Parent or Purchaser the Merger Sub is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) 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 Parent or the Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent adversely affect or materially delay the ability of the Parent or Purchaser the Merger Sub to carry out its obligations under, and to consummate under this Agreement or the transactions contemplated by, this Merger Agreement. (b) The execution and delivery of this Agreement by each of the Parent and Purchaser the Merger Sub do not, and the performance of this Agreement by each of the Parent and Purchaser shall the Merger Sub will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Actfederal and state securities laws, the Exchange Act, Blue Sky Laws state takeover laws and the premerger notification requirements notifications of the HSR Act, (ii) for those required to be made with self-regulatory organizations and Governmental Entities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent adversely affect or materially delay the ability of the Parent or Purchaser the Merger Sub to carry out its obligations under, and to consummate under this Agreement or the transactions contemplated by, this Merger Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, (i) conflict with or violate the certificate of incorporation and or by-laws of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b5.03(b) below, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) 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 Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, contract agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent adversely affect or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws state takeover laws and the premerger notification requirements notifications of the HSR Act, (ii) for those required to be made with self-regulatory organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent adversely affect or materially delay the ability of Parent or Purchaser to carry out its their obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of Parent or PurchaserParent, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any property or asset of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, hereby or otherwise prevent either Parent from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated byhereby, or otherwise prevent Parent from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do the Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall the Shareholder will not, (i) conflict with or violate the certificate result in any violation of any agreement of limited partnership, articles of incorporation and by-laws of Parent or Purchaserbylaws or equivalent organizational documents applicable to the Shareholder, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b2.2(b) below, conflict with or violate result in any Law violation of any federal, state, local, and foreign law, ordinance, regulation, interpretation, judgment, decree, injunction, permit, license, certificate, governmental requirement, order, or any similar item of any court or other Governmental Authority applicable to Parent or Purchaser the Shareholder or by which any property or asset of Parent or Purchaser the Shareholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent adversely affect or materially delay the ability of Parent or Purchaser the Shareholder to carry out his, her or its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do the Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall the Shareholder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Actfederal and state securities laws, the Exchange Act, Blue Sky Laws state takeover laws and the premerger notification requirements pre-merger notifications of the HSR Act, (ii) for those required to be made with self-regulatory organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent adversely affect or materially delay the ability of Parent or Purchaser the Shareholder to carry out his, her or its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser such Stockholder do not, and the performance of this Agreement by each of Parent and Purchaser such Stockholder shall not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b4.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser such Stockholder or by which any property or asset of Parent or Purchaser such Stockholder is bound or affected or (iiiii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares pursuant to, any note, bond, mortgage, indenture, contract, contract agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent adversely affect or materially delay the ability of Parent or Purchaser such Stockholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser such Stockholder do not, and the performance of this Agreement by each of Parent and Purchaser such Stockholder shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Laws, state takeover laws and the premerger notification requirements notifications of the HSR Act, (ii) for those required to be made with self-regulatory organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent adversely affect or materially delay the ability of Parent or Purchaser such Stockholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Buyer do not, and the performance of this Agreement by each of Parent and Purchaser shall Buyer will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws Laws of Parent or PurchaserBuyer, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law Laws in effect as of the date of this Agreement applicable to Parent or Purchaser Buyer or by which any property or asset of Parent or Purchaser their respective properties is bound or affected bound, 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 give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on, any of the properties or Assets of Parent or Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserBuyer is a party or by which Parent or Buyer or any of their respective properties is bound by or subject to, except for any such conflicts, violations, breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences cancellation, payment obligations or Liens or Encumbrances that would not prevent or materially delay the ability of have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Buyer do not, and the performance of this Agreement by each of Parent and Purchaser shall Buyer will not, require Parent or Buyer to obtain any consent, approval, authorization or permit of, or to make any filing with, with or notification to, any Governmental AuthorityEntities, except (i) for applicable requirements, if any, of the Securities Act, Act and the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, either individually or in the aggregate, prevent or materially delay the ability of Parent or Purchaser to carry out Buyer from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) a. The execution and delivery of this Agreement letter by each of Parent and Purchaser Seller do not, and the performance by Seller of this Agreement by each its obligations hereunder and the consummation of Parent and Purchaser shall the Acquisition will not, (i) conflict with or violate any provision of the certificate articles of incorporation and by-laws or bylaws of Parent Seller or Purchaserany equivalent organizational documents of any subsidiary of Seller, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law applicable to Parent Seller or Purchaser any Seller subsidiaries or by which any property or asset of Parent Seller or Purchaser any Seller subsidiaries is bound or affected or (iii) result in any breach of, of or constitute a default (or an event that which, with the giving of notice or lapse of time or both would both, could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Seller or any Seller subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clauses (ii) and (iii), for the Helix security interest and for any such conflicts, violations, breaches, defaults or other occurrences that would which are not reasonably expected, individually or in the aggregate, to prevent or materially delay the ability performance by Seller of Parent or Purchaser to carry out its obligations under, and pursuant to consummate this letter or the transactions contemplated by, this Agreementconsummation of the Acquisition. (b) b. The execution and delivery of this Agreement letter by each of Parent and Purchaser Seller do not, and the performance by Seller of this Agreement by each its obligations hereunder and the consummation of Parent and Purchaser shall the Acquisition will not, require any consent, approval, authorization or permit of, or filing with, by Seller with or notification by Seller to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementgovernmental entity.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do Merger Sub does not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the certificate Parent Certificate or Parent Bylaws or any equivalent organizational documents of incorporation and by-laws any of Parent or Purchaserits Subsidiaries (including Merger Sub), (ii) (assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and permits described in Section 5.02(b4.5(b) below, have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or Purchaser any of its Subsidiaries or by which any property or asset of Parent or Purchaser any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach ofof or 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, under or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any noteproperty or asset of Parent or any of its Subsidiaries pursuant to, bondany Contract, mortgage, indenture, contract, agreement, lease, license, permit, franchise permit or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of Parent or Purchaser to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity or any other person, except (i) for applicable requirementsunder the Exchange Act, if any, of the Securities Act, the Exchange Act, applicable Blue Sky Laws and the premerger notification requirements of Law, the HSR Act, the rules and regulations of the Exchange and the filing and recordation of the Certificate of Merger as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent not, individually or materially delay in the ability of Parent or Purchaser to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery performance by each Blocker of this Agreement by and each of Parent and Purchaser do notthe Ancillary Agreements to which each Blocker will be a party, and the performance consummation of this Agreement by each of Parent the transactions contemplated hereby and Purchaser shall thereby, do not and will not, : (iA) conflict with or violate the certificate of incorporation and by-laws or bylaws or equivalent organizational documents of Parent or Purchaser, either Blocker; (iiB) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser either Blocker or by which any property or asset of Parent or Purchaser either Blocker is bound or affected or affected; or (iiiC) 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, require any consent of or notice to any Person pursuant to, give to others any rights right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of either Blocker under, or result in the creation of any Encumbrance on any property, asset or right of either Blocker pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, instrument, obligation or other instrument Contract to which either Blocker is a party or obligation by which either Blocker or any of Parent its properties, assets or Purchaserrights are bound or affected, except except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that that, individually or in the aggregate, would not prevent reasonably be expected to be material to such Blocker. (ii) Except as set forth on Schedule 4.2(c)(ii) of the Disclosure Schedules, no Blocker is required to file, seek or materially delay obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the ability execution, delivery and performance by either Blocker of Parent this Agreement and each of the Ancillary Agreements to which either Blocker will be a party or Purchaser to carry out its obligations under, and to consummate the consummation of the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization hereby or permit of, or filing with, or notification to, any Governmental Authoritythereby, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings as may be required by any applicable federal or notifications, would not prevent state securities or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement“blue sky” laws.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and by-laws Incorporation of Parent or Purchaserthe Parent By-Laws or any equivalent organizational documents of any Parent Subsidiary, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any Law applicable to Parent or Purchaser any Parent Subsidiary or by which any property or asset of Parent or Purchaser any Parent Subsidiary is bound or affected 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 would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in the creation of a lien or other instrument encumbrance on any property or obligation asset of Parent or Purchaserany Parent Subsidiary pursuant to, except any Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that as would not prevent or materially delay the ability of have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity, except (i) for the applicable requirements, if any, of the Exchange Act and the Securities Act, the Exchange Act, Blue Sky Laws and Laws, the premerger notification requirements of NASD, state takeover Laws, the HSR Act, filings or approvals required under the competition Laws of foreign jurisdictions and the filing and recordation of the Certificate of Merger as required by Delaware Law and the Articles of Merger as required by Massachusetts Law, (ii) where the failure request that the shares of Parent Common Stock to obtain be issued pursuant to this Agreement in the Merger be listed for trading on the Nasdaq National Market, and (iii) for such consents, approvals, authorizations or permits, or to make such filings or notifications, the failure to obtain or make which would not prevent or materially delay consummation of the ability of Merger and would not have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and by-laws Incorporation of Parent or Purchaserthe Parent By-Laws or any equivalent organizational documents of any Parent Subsidiary, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any Law applicable to Parent or Purchaser any Parent Subsidiary or by which any property or asset of Parent or Purchaser any Parent Subsidiary is bound or affected 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 would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in the creation of a lien or other instrument encumbrance on any property or obligation asset of Parent or Purchaserany Parent Subsidiary pursuant to, except any Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would not prevent or materially delay the ability of have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity, except (i) for the applicable requirements, if any, of the Exchange Act and the Securities Act, the Exchange Act, Blue Sky Laws and Laws, the premerger notification requirements of NASD, state takeover Laws, the HSR Act, filings or approvals required under the competition Laws of foreign jurisdictions, and the filing and recordation of the Certificate of Merger as required by Delaware Law, (ii) where the failure request that the shares of Parent Common Stock to obtain be issued pursuant to this Agreement in the Merger be listed for trading on the NASDAQ, and (iii) for such consents, approvals, authorizations or permits, or to make such filings or notifications, the failure to obtain or make as would not prevent or materially delay consummation of the ability of Merger and would not have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each Parent or the Purchaser, the performance by Parent or the Purchaser of their respective obligations hereunder and the consummation by Parent and the Purchaser do not, and of the performance of this Agreement by each of Parent and Purchaser shall not, transactions contemplated hereby will (i) conflict with or violate the certificate their respective certificates of incorporation and by-laws of Parent or Purchaserbylaws, (ii) assuming satisfaction of the requirements set forth that all Consents described in Section 5.02(b5.3(b) belowhave been made or obtained, conflict with or violate any Law applicable to Parent or Purchaser the Purchaser, or by which any property of them or asset any of Parent their respective properties or Purchaser is assets may be bound or affected affected, or (iii) result in any a violation or breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of any Lien on any of the properties or assets of Parent or the Purchaser (any of the foregoing referred to in clause (ii) or clause (iii) above being a “Parent Violation”) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or Purchaserthe Purchaser is a party or by which Parent or the Purchaser or any of their respective properties or assets may be bound or affected, except for other than, in the case of clause (ii) or clause (iii) above, any such conflicts, violations, breaches, defaults or other occurrences Parent Violations that would not reasonably be expected to prevent or materially delay the ability consummation of Parent the Offer or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except Other than (i) for applicable requirements, if any, the filing with the Federal Trade Commission and the Antitrust Division of the Securities Act, the Exchange Act, Blue Sky Laws and the Department of Justice of a premerger notification requirements of and report form by the Company under the HSR Act, and (ii) where the filing of the Certificate of Merger with the Secretary of State of Delaware, none of the execution and delivery of this Agreement by Parent and the Purchaser, the performance by Parent or the Purchaser of their obligations hereunder or the consummation by Parent or the Purchaser of the transactions contemplated hereby does or will require any Consent of any Governmental Entity except for any such Consents, the failure of which to obtain such consents, approvals, authorizations be made or permits, or to make such filings or notificationsobtained, would not prevent or materially delay have a material adverse effect on the ability of Parent or Purchaser to carry out its obligations under, and to timely consummate the transactions contemplated by, by this Agreement.

No Conflict; Required Filings and Consents. (a) The Except (i) for applicable requirements of (A) the Exchange Act, (B) the HSR Act and any similar foreign competition laws, and (C) any state securities and blue sky filings applicable hereto, (ii) for the filing and recordation of the Certificate of Merger, as required by the DGCL, and (iii) as set forth in the disclosure letter delivered by Parent, PHH and Merger Sub prior to the execution of this Agreement to the Company (the "Parent Disclosure Letter"), neither the execution and delivery of this Agreement by each of Parent Parent, PHH and Purchaser do notMerger Sub, nor the consummation by Parent, PHH and the performance of this Agreement by each of Parent and Purchaser shall not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction Merger Sub of the requirements set forth in Section 5.02(b) belowTransactions, conflict with shall require, on the part of Parent, PHH or violate Merger Sub, any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or (iii) result in any breach offiling with, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation obtaining of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise authorization, consent or other instrument or obligation of Parent or Purchaserapproval of, any Governmental Entity, except for any such conflictsfilings, violationspermits, breachesauthorizations, defaults consents or other occurrences that approvals the failure of which to make or obtain would not prevent or materially delay impair the ability of Parent Parent, PHH or Purchaser to carry out its obligations under, and Merger Sub to consummate the transactions contemplated by, this AgreementTransactions. (b) The Except as set forth in Section 4.3(b) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement by each Parent, PHH or Merger Sub, nor the consummation by Parent, PHH or Merger Sub of Parent and Purchaser do notthe Transactions, and shall (i) conflict with or result in a breach of the performance certificate of this Agreement by each incorporation or by-laws of Parent and Purchaser shall notParent, require PHH or Merger Sub, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time, or both) a default under, or give rise to any consentright of termination, approvalcancellation, authorization suspension, modification or permit acceleration under, or result in the creation of a lien under, any of the terms, conditions or provisions of, or filing withotherwise require the consent or waiver of, or notification notice to, any Governmental Authorityother party under, except any material bond note, mortgage, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument to which Parent, PHH or Merger Sub is a party or by which any of them or any of their respective properties or assets is bound, or (iiii) for violate any law, statute, rule, regulation, order, writ, injunction or decree applicable requirementsto Parent, if anyPHH or Merger Sub, or any of their respective properties or assets except, in the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements case of the HSR Act, and clauses (ii) where the failure to obtain and (iii), for such consentsviolations, approvalsbreaches, authorizations defaults or permits, or to make such filings or notifications, rights which would not prevent or materially delay impair the ability of Parent Parent, PHH or Purchaser to carry out its obligations under, and Merger Sub to consummate the transactions contemplated by, this AgreementTransactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws Laws or other organizational documents of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals and other authorizations described in Section 5.02(b5.03(b) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any Law applicable to Parent or Purchaser or by which any material property or material asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any material property or material asset of either of them is bound or affected, except except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not not, individually or in the aggregate, prevent or materially delay consummation of any of the ability of Transactions or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except for (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state takeover Laws, (ii) the premerger pre-merger notification requirements of the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay consummation of any of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Buyer and Parent and Purchaser do does not, and the performance of this Agreement by each of Buyer and Parent and Purchaser shall the incurrence of Indebtedness as contemplated by the Financing by Buyer will not, (i) conflict with or violate the articles of association, certificate of incorporation or bylaws or equivalent organizational documents of Buyer and by-laws of Parent or PurchaserParent, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law Laws applicable to Buyer or Parent or Purchaser or by which any property or asset of Buyer or Parent or Purchaser 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 give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien other than a Permitted Lien pursuant to any note, bond, mortgage, indenture, contract, material agreement, leasecontract or understanding, licenseexcept, permitwith respect to clauses (ii) and (iii), franchise or other instrument or obligation of Parent or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Parent Offer or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementClosing. (b) The execution and delivery of this Agreement by each of Buyer and Parent and Purchaser do not, and the performance of this Agreement by each of Buyer and Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Exchange Act, the Exchange Act, Blue Sky HSR Act and other Antitrust Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such any actions, licenses, consents, approvals, authorizations or permits, orders, approvals or to make such filings or notifications, the absence of which would not prevent or materially delay consummation of the ability of Parent Offer or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementClosing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent CRI, Holdings and Purchaser do not, and the performance of this Agreement by each of Parent CRI, Holdings and Purchaser shall will not, (i) conflict with or violate the certificate Articles of incorporation and byIncorporation of CRI, the Certificate of Incorporation of Parent or Purchaser or the By-laws of Parent any of CRI, Holdings or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate any Law applicable to Parent CRI, Holdings or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of CRI, Holdings or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which CRI, Holdings or Purchaser is a party or by which any property or asset of Parent either of them is bound or Purchaseraffected, except except, with respect to clause (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Parent Offer or Merger, or otherwise prevent or materially delay CRI, Holdings and Purchaser to carry out its from performing their obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent CRI, Holdings and Purchaser do not, and the performance of this Agreement by each of Parent CRI, Holdings and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements state takeover laws, (ii) filing and recordation of the HSR Actappropriate merger documents as required by Delaware Law, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the ability of Parent Offer or Merger, or otherwise prevent or materially delay CRI, Holdings or Purchaser to carry out its from performing their obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement consummation by each of Parent and Purchaser shall of the transactions contemplated hereby will not, , (i1) conflict with or violate the certificate of incorporation and by-laws or bylaws or equivalent organizational documents of (i) Parent or Purchaser, (ii) assuming satisfaction of Purchaser, (2) subject to making the requirements set forth filings and obtaining the approvals identified in Section 5.02(b4.3(b) belowof this Agreement, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or any Purchaser or by which any property or asset of Parent or any Purchaser is bound or affected or affected, or (iii3) subject to making the filings and obtaining the approvals identified in Section 4.3(b) of this Agreement, result in any breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any rights right of purchase or sale, or any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in the creation of a lien or other instrument encumbrance on any property or obligation asset of Parent or Purchaserany Purchaser pursuant to, except any Contract to which Parent or any Purchaser is a party or by which Parent or any Purchaser or any property or asset of Parent or any Purchaser is bound or affected: except, in the case of clauses (2) and (3), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate any of the transactions contemplated byhereby in any material respect, or otherwise prevent Parent from performing its obligations under this AgreementAgreement in any material respect, and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance consummation of this Agreement the transactions contemplated hereby by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity or any other third-party, except except (1) for (i) for applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act, Blue Sky Laws and state takeover laws, (ii) the premerger pre-merger notification requirements of the HSR Act, , (iii) filing of the Certificate of Merger and related documents as required by DGCL, (iiiv) applicable requirements under the rules and regulations of the New York Stock Exchange (the "NYSE"), (v) the pre-merger notification requirements of the Competition Act and the Investment Canada Act; and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of any of the ability of transactions contemplated hereby in any material respect, or otherwise prevent Parent or Purchaser to carry out from performing its obligations underunder this Agreement in any material respect, and would not, individually or in the aggregate, reasonably be expected to consummate the transactions contemplated by, this Agreementhave a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each of Parent and Purchaser do notMerger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the performance terms or provisions of this Agreement by each of Parent and Purchaser shall notAgreement, will (i) conflict with or violate any provision of the certificate of incorporation and by-laws of Parent or PurchaserOrganizational Documents, (ii) assuming satisfaction of that the requirements set forth Consents, registrations, declarations, filings and notices referenced in Section 5.02(b4.3(b) belowhave been obtained or made, conflict with or violate any Law applicable to Parent or Purchaser Merger Sub or by which any property or asset of Parent or Purchaser Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or event that with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise third Person pursuant to any of the terms or other instrument provisions of any Contract to which Parent or obligation Merger Sub is a party or by which any property or asset of Parent or PurchaserMerger Sub is bound, except for or result in the creation of a Lien, other than any such conflictsPermitted Lien, violations, breaches, defaults upon any of the property or other occurrences that would not prevent or materially delay the ability assets of Parent or Purchaser Merger Sub, other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to carry out its obligations underhave, and to consummate individually or in the transactions contemplated byaggregate, this Agreementa Parent Material Adverse Effect. (b) The execution No Consent of, registration, declaration or filing with or notice to any Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement or the consummation of the transactions contemplated by each of Parent and Purchaser shall notthis Agreement, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, requirements of and filings with the SEC under the Exchange Act or the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain filing of the Certificate of Merger with the Delaware Secretary of State, (iii) applicable requirements under foreign qualification, state securities or “blue sky” laws of various states, (iv) compliance with applicable rules and regulations of the New York Stock Exchange, (v) such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay other items required solely by reason of the ability participation and identity of Parent or Purchaser to carry out its obligations under, and to consummate the Company in the transactions contemplated by, by this Agreement, (vi) compliance with and filings or notifications under Antitrust Laws and (vii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as contemplated by the Merger Agreement and the Stock Purchase Agreement or as would not reasonably be expected to interfere with, delay or prevent the performance by such Shareholder of any of its obligations under this Agreement, the execution and delivery of this Agreement by each of Parent and Purchaser do such Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall such Shareholder does not, (i) conflict with or violate any statute, law, rule, regulation, order, judgment or decree applicable to such Shareholder or by which such Shareholder or the certificate Covered Securities of incorporation and by-laws of Parent or Purchasersuch Shareholder is bound, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, violate or conflict with the Certificate of Incorporation, Bylaws, partnership agreement, limited liability company operating agreement or violate any Law applicable to Parent or Purchaser or by which any property or asset other equivalent organizational documents of Parent or Purchaser is bound or affected such Shareholder (if any), or (iii) result in any breach of, or constitute a default (with or event that with without notice or lapse of time or both would become a defaultboth) any breach of or default under, or give to others result in the creation of any rights lien or encumbrance or restriction on any of termination, amendment, acceleration or cancellation ofthe Covered Securities of such Shareholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which the Covered Securities of Parent such Shareholder is bound. There is no beneficiary or Purchaser, except for any such conflicts, violations, breaches, defaults holder of a voting trust certificate or other occurrences that would not prevent interest of any trust of which such Shareholder is a trustee whose consent is required for the execution and delivery of this Agreement or materially delay the ability consummation by such Shareholder of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, by this Agreement. (b) The Except (i) as contemplated by the Merger Agreement and the Stock Purchase Agreement, (ii) filings under and compliance with applicable provisions of the Exchange Act or (iii) as would not reasonably be expected to interfere with, delay or prevent the performance by such Shareholder of any of its obligations under this Agreement, the execution and delivery of this Agreement by each of Parent and Purchaser do such Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall such Shareholder will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritythird party or any governmental or regulatory authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations domestic or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementforeign.

No Conflict; Required Filings and Consents. (a) The Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder have terminated or have expired, (ii) the requirements of the Exchange Act and any applicable state securities, "blue sky" or takeover law are met and (iii) the filing of the certificate of merger and other appropriate merger documents, if any, as required by the GCL, is made, none of the execution and delivery of this Agreement by each Parent or the Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby or compliance by Parent and or the Purchaser do not, and with any of the performance of this Agreement by each of Parent and Purchaser shall not, provisions hereof will (i) conflict with or violate the certificate of incorporation and by-laws organizational documents of Parent or the Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment, decree, permit or license applicable to Parent or the Purchaser or any of their subsidiaries, or by which any property of them or asset any of Parent their respective properties or Purchaser is assets may be bound or affected affected, or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give violation pursuant to others any rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or Purchaser, except for the Purchaser or any such conflicts, violations, breaches, defaults of their subsidiaries is a party or other occurrences that would not prevent or materially delay the ability of by which Parent or the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementor any of their subsidiaries or any of their respective properties or assets may be bound or affected. (b) The None of the execution and delivery of this Agreement by each of Parent and Purchaser do notthe Purchaser, the consummation by Parent and the performance Purchaser of this Agreement the transactions contemplated hereby or compliance by each of Parent and the Purchaser shall not, with any of the provisions hereof will require any consent, approval, authorization or permit of, or filing with, or notification to, Consent of any Governmental AuthorityEntity, except for (i) for compliance with any applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR ActExchange Act and any state securities, and "blue sky" or takeover law, (ii) where the failure filing of a certificate of merger pursuant to obtain the GCL, (iii) compliance with the HSR Act and (iv) such consentsConsents that become applicable solely as a result of the business, approvals, authorizations operations or permits, regulatory status of the Company or to make such filings or notifications, would not prevent or materially delay the ability any of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementsubsidiaries.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by and each of Parent and Purchaser the other Related Agreements to which such Person is a party do not, and the performance of this Agreement by and each of the other Related Agreements to which such Person is a party by Parent and Purchaser shall or Merger Sub will not, (i) conflict with or violate the certificate of incorporation and by-laws or bylaws of Parent or Purchaserthe certificate of incorporation or bylaws of Merger Sub, or (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate in any material respect any Law or Order in each case applicable to Parent or Purchaser Merger Sub or by which its or any property of their respective properties, rights or asset of Parent or Purchaser assets is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementaffected. (b) The execution and delivery by Parent and Merger Sub of this Agreement by each of Parent and Purchaser do not, and the performance by Parent and Merger Sub of this Agreement by each of Parent and Purchaser 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, with or notification to, any Person or Governmental AuthorityEntity, except (i) for applicable requirements, if any, the filing of the Securities ActCertificate of Merger in accordance with Delaware Law, the Exchange Act, Blue Sky Laws filing of notification and the premerger notification requirements of report forms under the HSR Act, and (ii) where the failure to obtain such consents, waivers, approvals, authorizations orders, authorizations, registrations, declarations and filings as may be required under U.S. or permitsforeign laws or regulations applicable to mergers or acquisitions involving foreign parties, if applicable, compliance with applicable requirements of the Securities Act and compliance with any applicable foreign or to make state securities or “blue sky” laws, such filings or notifications, Approvals as have already been obtained and such Approvals as would not prevent have a material adverse effect on the financial condition or materially delay the ability results of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementoperations of Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Acquiror do not, and the performance of this Agreement by each of Parent and Purchaser Acquiror shall not, (i) conflict with or violate either the certificate Certificate of incorporation and by-laws Incorporation or Bylaws of Parent or Purchaserthe Articles of Incorporation or Bylaws of Acquiror, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser Acquiror or by which any property either of them or asset of Parent or Purchaser their respective properties is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent or Acquiror pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserAcquiror is a party or by which Parent or Acquiror or any of their respective properties is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of Parent or Purchaser to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Acquiror does not, and the performance of this Agreement by each of Parent and Purchaser Acquiror shall not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act, ”) and State securities laws (“Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementLaws”).

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall notMerger Sub, do not and will not (i) conflict with or violate the certificate respective certificates of incorporation and or by-laws of Parent or PurchaserMerger Sub, (ii) assuming satisfaction that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of the requirements set forth subsection (b) below have been obtained, and all filings described in Section 5.02(b) belowsuch clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser Merger Sub or by which either of them or any property or asset of Parent or Purchaser is their respective properties are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to others any rights right of modification, termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Encumbrances (other than Encumbrances arising out of this Agreement or other instrument restrictions imposed by law) upon any assets or obligation properties of Parent or PurchaserMerger Sub under any of the terms, except conditions or provisions of any Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that would not prevent occurrence which will not, individually or in the aggregate, prevent, materially delay or materially delay impede the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhereby. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, Merger Sub and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing or filing with, registration with or notification to, any Governmental AuthorityEntity, except for (i) for the applicable requirements, if any, of the Securities ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Exchange Act, Blue Sky Laws and the premerger notification requirements of the “HSR Act”), and state securities, takeover and “blue sky” laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay filing with the ability Secretary of Parent or Purchaser to carry out its obligations under, and to consummate State of the transactions contemplated by, this AgreementState of Delaware of the Certificate of Merger as required by the DGCL.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, (i) conflict with or violate any provision of the certificate of incorporation charter and by-laws bylaws of Parent or PurchaserMerger Sub, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b4.02(b) belowhave been obtained and all filings and obligations described in Section 4.02(b) have been made, conflict with or violate any Law applicable to Parent or Purchaser Merger Sub or by which any property or asset of Parent or Purchaser Merger Sub is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that which would not reasonably be expected to prevent or materially delay the ability performance of this Agreement by either Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger Sub. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, requirements of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger pre-merger notification requirements of the HSR Act, Act and the filing and recordation of appropriate merger documents as required by the MGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to prevent or materially delay consummation of the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 4.05(a) of the TetriDyn Schedules, the execution and delivery of this Agreement by each of Parent and Purchaser do TetriDyn does not, and the performance consummation of this Agreement by each of Parent and Purchaser shall the transaction contemplated hereby will not, : (i) conflict with or violate the certificate TetriDyn’s articles of incorporation and by-laws of Parent or Purchaserbylaws, in each case as amended or restated; (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law Laws applicable to Parent or Purchaser TetriDyn or by which any property or asset of Parent or Purchaser its properties is bound or affected subject; 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 give to others any rights of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of TetriDyn pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, or other instrument or obligation to which TetriDyn is a party or by which TetriDyn or any of Parent its properties is bound or Purchasersubject, except for any such conflicts, violations, conflicts or violations described in clause (ii) or breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences cancellation, payment obligations, or liens or encumbrances described in clause (iii) that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhave a TetriDyn Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do TetriDyn does not, and consummation of the performance of this Agreement by each of Parent and Purchaser shall transactions contemplated hereby will not, require TetriDyn to obtain any consent, license, permit, approval, waiver, authorization or permit order of, or to make any filing with, with or notification to, any Governmental AuthorityEntities, except for: (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky complying with certain federal and state securities Laws and the premerger notification requirements of the HSR Act, as provided in Article V hereof; and (ii) where filing appropriate merger documents as required by applicable state Laws and when the failure to obtain such consents, licenses, permits, approvals, authorizations waivers, authorizations, or permitsorders, or to make such filings or notifications, would not prevent not, either individually or in the aggregate, materially delay the ability interfere with TetriDyn’s performance of Parent or Purchaser to carry out its obligations under, under this Agreement and to consummate the transactions contemplated by, this Agreementwould not have a TetriDyn Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each Parent or the Purchaser, the performance by Parent or the Purchaser of their respective obligations hereunder and the consummation by Parent and the Purchaser do not, and of the performance of this Agreement by each of Parent and Purchaser shall not, transactions contemplated hereby will (i) conflict with or violate the certificate their respective certificates or articles of incorporation and by-laws of Parent or Purchaserbylaws, (ii) assuming satisfaction of the requirements set forth that all Consents described in Section 5.02(b5.3(b) belowhave been made or obtained, conflict with or violate any Law applicable to Parent or Purchaser the Purchaser, or by which any property of them or asset any of Parent their respective properties or Purchaser is assets may be bound or affected affected, or (iii) result in any a violation or breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of any Lien on any of the properties or assets of Parent or the Purchaser (any of the foregoing referred to in clause (ii) or clause (iii) above being a “Parent Violation”) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or Purchaserthe Purchaser is a party or by which Parent or the Purchaser or any of their respective properties or assets may be bound or affected, except for other than, in the case of clause (ii) or clause (iii) above, any such conflicts, violations, breaches, defaults or other occurrences Parent Violations that would not reasonably be expected to prevent or materially delay the ability consummation of Parent the Offer or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger. (b) The Other than (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice of a premerger notification and report form by the Company under the HSR Act and any applicable foreign antitrust filings and (ii) the filing of the Articles of Merger with the Secretary of State of the State of Oregon, none of the execution and delivery of this Agreement by each of Parent and Purchaser do notthe Purchaser, and the performance by Parent or the Purchaser of this Agreement their obligations hereunder or the consummation by each Parent or the Purchaser of Parent and Purchaser shall not, the transactions contemplated hereby does or will require any consent, approval, authorization or permit of, or filing with, or notification to, Consent of any Governmental Authority, Entity except (i) for applicable requirements, if any, of the Securities Actany such Consents, the Exchange Act, Blue Sky Laws and the premerger notification requirements failure of the HSR Act, and (ii) where the failure which to obtain such consents, approvals, authorizations be made or permits, or to make such filings or notificationsobtained, would not prevent or materially delay have a material adverse effect on the ability of Parent or the Purchaser to carry out its obligations under, and to timely consummate the transactions contemplated by, by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement and the transactions contemplated hereby by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent any law, regulation, court order, judgment or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law decree applicable to Parent or Purchaser or by which any of their property or asset of Parent or Purchaser is bound or affected affected, (ii) violate or conflict with either the Articles of Incorporation or By-Laws or other organizational documents of either Parent or Purchaser, 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 would become a default) under, or give to others any rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of a lien or encumbrance on any noteof the property or assets of Parent or Purchaser pursuant to, bond, mortgage, indenture, any contract, agreement, lease, licenseinstrument, permit, license or franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any of its property is bound or affected, except for any such for, in the case of clause (i), conflicts, violations, breaches, breaches or defaults or other occurrences that which would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate any of the transactions contemplated by, by this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except Except for (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and (ii) the premerger pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the filing and recordation of appropriate merger documents as required by the Georgia Code, and (iiiv) where filings as may be required by any applicable "blue sky" laws and/or the failure rules of the National Association of Securities Dealers, Inc., neither Parent nor Purchaser is required to obtain such consentssubmit any notice, approvalsreport or other filing with any federal, authorizations state or permitslocal 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 this Agreement or the consummation of the transactions contemplated hereby. Except as set forth in Schedule 3.3, no waiver, consent, approval or authorization of any Governmental Entity, is required to make such filings be obtained or notifications, would not prevent or materially delay the ability of made by either Parent or Purchaser to carry out in connection with its obligations underexecution, and to consummate the transactions contemplated by, delivery or performance of this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered at Closing by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall of this Agreement, and the consummation by Parent and Purchaser of the Transactions will not, (i) 32 37 conflict with or violate the certificate of incorporation and byParent Charter, the Parent By-laws of Parent Laws, the Purchaser Charter or Purchaser, the Purchaser By-Laws or (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser their respective properties is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaseraffected, except in the case of (ii) for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of have a material adverse effect on Parent or Purchaser to carry out and its obligations underSubsidiaries, and to consummate the transactions contemplated by, this Agreementtaken as a whole. (b) The execution and delivery of this Agreement or any instrument required hereby to be executed and delivered by each of Parent and Purchaser do at the Closing does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, the filing of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger pre-merger notification requirements of report under the HSR Act, and (ii) where the failure to obtain filing of the Schedule 14D-1 and the Offer Documents with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country, (iv) the filing and recordation of appropriate merger or other documents as required by the DGCL and (v) such other consents, approvals, authorizations or permitspermits which, if not obtained or to make such filings or notificationsmade, would not prevent or materially delay the ability of have a material adverse effect on Parent or Purchaser to carry out and its obligations underSubsidiaries, and to consummate the transactions contemplated by, this Agreementtaken as a whole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and the Purchaser do not, and the performance of this Agreement by each of Parent and the Purchaser shall will not, (i) conflict with or violate the certificate articles of incorporation and or by-laws or equivalent organizational documents of Parent or the Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or the Purchaser or by which any property it or asset of Parent or Purchaser is its properties are 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of Parent its properties is bound or Purchaseraffected, except except, in the case of this clause (iii) and clause (ii) above, for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability aggregate, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementPurchaser. (b) The execution and delivery of this Agreement by each of Parent and the Purchaser do not, and the performance of this Agreement by each the Purchaser (including, without limitation, the consummation of Parent and Purchaser shall the transactions hereunder) will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations domestic or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementforeign.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Stockholder Agreements by each of Parent and Purchaser do not, and the performance consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Articles or Certificate of incorporation and by-laws Incorporation or Bylaws of either Parent or Purchaser, (ii) assuming satisfaction of that required filings under the requirements set forth in Section 5.02(b) belowHSR Act are made by the appropriate parties, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected affected, or (iii) conflict with, result in any breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, in cases of (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability aggregate, have a material adverse effect on the business, operations, financial condition, assets or liabilities (including contingent liabilities) of Parent or Purchaser to carry out and its obligations undersubsidiaries, and to consummate the transactions contemplated by, this Agreementtaken as a whole. (b) The execution and delivery of each of this Agreement and the Stockholder Agreements by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of state takeover laws, the HSR Act, and the filing of the 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, would not prevent or materially delay consummation of the ability of Parent Offer or the Merger, or otherwise prevent Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do SPAC does not, and the performance of this Agreement by each of Parent and Purchaser shall SPAC will not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or PurchaserSPAC Organizational Documents, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.5(b) belowhave been obtained and all filings and obligations described in Section 5.5(b) have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser SPAC or by which any of its property or asset of Parent or Purchaser assets is bound or affected 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 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 SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, Contract lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC or any of Parent its property or Purchaserassets is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which individually or in the aggregate would not prevent have or materially delay the ability of Parent or Purchaser reasonably be expected to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhave a SPAC Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do SPAC does not, and the performance of this Agreement by each of Parent and Purchaser shall SPAC will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and Takeover Laws and the premerger notification requirements of filing and approval under the HSR Act, FATA (if required) and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay consummation of any of the ability of Parent Transactions or Purchaser to carry out otherwise prevent SPAC from performing its material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Acquisition Sub do not, and the performance of this Agreement by each of Parent and Purchaser Acquisition Sub shall not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or PurchaserAcquisition Sub, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b4.02(b) below, conflict with or violate any Law Legal Requirement applicable to Parent or Purchaser Acquisition Sub or by which any property or asset of Parent or Purchaser Acquisition Sub is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or PurchaserAcquisition Sub, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser Acquisition Sub to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Acquisition Sub do not, and the performance of this Agreement by each of Parent and Purchaser Acquisition Sub shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental AuthorityBody, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Act and Blue Sky Laws and the premerger notification requirements of the HSR ActLaws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser Acquisition Sub to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction that all consents, approvals and other authorizations described in Section 5.03(b) and the approval of the requirements set forth holders of the Shares described in Section 5.02(b4.04(f) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of any of the ability of Transactions or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and execution, delivery or performance of this Agreement by each of Parent and Purchaser do not, and the performance consummation of this Agreement Transactions by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except for (i) for applicable requirements, if any, of the Securities Exchange Act, the Exchange ActNASDAQ rules, Blue Sky Laws and state takeover laws, (ii) the premerger pre-merger notification requirements of the HSR ActAct and filings under foreign competition laws, (iii) the filing and recordation of the Certificate of Merger and other documents as required by the DGCL, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of any of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, : (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of Parent or Purchaser, ; (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate in any material respect any material Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected affected; or (iii) require a consent, result in any breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is otherwise bound or affected, except for any such conflicts, violationsabsence of consents, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of aggregate, have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement, the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance with the provisions of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except except: (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of state takeover Laws, the HSR Act, the filing and recordation of appropriate merger documents as required by the DGCL and the rules of the New York Stock Exchange; and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the ability of Offer, the Merger or any other transaction contemplated hereby, or, individually or in the aggregate, have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to carry out its perform their obligations underhereunder, and to consummate or prevent or materially delay the transactions contemplated by, this Agreementconsummation of the Transactions. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, except (i) for applicable requirements, if any, of the Securities Act, (i) the Exchange ActAct and rules and regulations thereunder, (ii) Blue Sky Laws and (iii) the premerger pre-merger notification requirements of the HSR Act, (iv) filing and recording of appropriate merger documents as required by Delaware Law and (iiv) where the failure to obtain such other filings, consents, approvals, authorizations or permits, or to make such filings or notifications, would the absence of which will not prevent or materially delay effect the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions on the terms contemplated by, this Agreementhereby or otherwise prevent Parent or Purchaser from performing their obligations hereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser of this Agreement do not, and the performance of this Agreement by each of Parent and Purchaser shall of this Agreement will not, (i) conflict with or violate the certificate Certificate of incorporation and by-laws Incorporation or Bylaws of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b6.5(b) belowhave been obtained or taken and all filings and obligations described in Section 6.5(b) have been made or fulfilled, conflict with or violate any Law applicable to Parent or Purchaser any of its Subsidiaries or by which any property or asset of Parent or Purchaser any such Subsidiary is bound or affected affected, or (iii) except as set forth in Section 6.5(a) of the Parent Disclosure Schedule, 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 give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of Parent or Purchaser aggregate, be reasonably likely to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect. (b) The Except as set forth in Section 6.5(b) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Purchaser of this Agreement do not, and the performance of this Agreement by each of Parent and Purchaser shall of this Agreement will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any a Governmental Authority, except for (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger pre-merger notification requirements of the HSR Act, (ii) any applicable requirements of the Exchange Act, the rules of the Nasdaq and state takeover Laws, (iii) the filing and recordation of appropriate merger documents as required by the DGCL and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent not, individually or materially delay in the ability of Parent or Purchaser aggregate, be reasonably likely to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, and the consummation of the Merger by Parent and Purchaser will not (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of Parent or the Articles of Incorporation or Bylaws of Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals and other authorizations described in Section 5.02(b5.03(b) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 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 Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent not, individually or in the aggregate, prohibit or materially delay consummation of the ability of Merger or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except for (i) for applicable requirements, if any, of the Securities ActExchange Act or state securities Laws, (ii) the Exchange Act, Blue Sky Laws and the premerger pre-merger notification requirements of the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the MGBCL, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent not, individually or in the aggregate, prohibit or materially delay consummation of the ability of Merger, or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by each of Parent and the Purchaser do not, and the performance of this Agreement by each of Parent and the Purchaser shall of their obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate articles of incorporation and by-laws or bylaws or equivalent organizational documents of Parent or the Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents and filings described in Section 5.02(b4.2(b) belowhave been obtained or made, conflict with or violate any Law law applicable to Parent or the Purchaser or by which any property or asset of Parent or the Purchaser is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation ofviolation pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or Purchaser, except for any such conflicts, violations, breaches, defaults the Purchaser is a party or other occurrences that would not prevent or materially delay the ability of by which Parent or the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementor any of their respective properties may be bound or affected. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit No consent of, or filing with, or notification to, any Governmental AuthorityEntity is required by Parent or the Purchaser in connection with the execution and delivery of this Agreement, the performance by Parent or the Purchaser of any of its obligations hereunder or the consummation by Parent or the Purchaser of the transactions contemplated hereby, except for (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of compliance with the HSR Act, Act and (ii) where consents or filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhereby or the performance by Parent or the Purchaser of any of their respective obligations hereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Transactions or otherwise prevent Parent or and Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of state takeover laws, the HSR Act, any antitrust filing, notification or approval in any other relevant jurisdiction, and filing and recordation of appropriate merger documents 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 prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Company do not, and the performance by Company of this Agreement by each its obligations hereunder and the consummation of Parent and Purchaser shall the Merger will not, (i) conflict with or violate any provision of the certificate of incorporation and by-laws or bylaws of Parent or PurchaserCompany, (ii) assuming satisfaction of the requirements set forth that all filings and notifications described in Section 5.02(b4.05(b) belowhave been made, conflict with or violate any Law applicable to Parent or Purchaser Company or by which any material property or asset of Parent or Purchaser Company is bound or affected or (iii) result in any material breach of, of or constitute a material default (or an event that which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementobligation. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Company do not, and the performance by Company of this Agreement by each its obligations hereunder and the consummation of Parent and Purchaser shall the Merger will not, require any consent, approval, authorization or permit of, or filing with, by Company with or notification by Company to, any Governmental AuthorityEntity, except (i) for pursuant to applicable requirements, if any, requirements of the Securities Act, the Exchange Act, Blue Sky Laws the rules and regulations of the NNM, state takeover laws, the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay filing and recordation of the ability Certificate of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger as required by New York Law.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate or Articles of incorporation and by-laws Incorporation or Bylaws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.3(b)(i) belowhave been obtained and all filings and obligations described in Section 5.3(b)(i) have been made, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser any of them is bound or affected affected, 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 defaultdefault or breach) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any noteproperty or asset of Parent or Purchaser pursuant to, bond, mortgage, indenture, contract, agreement, lease, licenseor result in the loss of a material benefit under any Contract, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that that, individually or in the aggregate, would not prevent or materially delay consummation of the ability Transactions or otherwise prevent Parent and Purchaser from performing any of Parent or Purchaser to carry out its their material obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of (x) the Securities Act, the Exchange Act, Act and Blue Sky Laws and the premerger notification requirements of Laws, (y) the HSR ActAct and similar requirements in foreign countries where a merger filing will be necessary or advisable and (z) the filing and recordation of appropriate merger documents as required by the CGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not prevent or materially delay consummation of the ability of Transactions or otherwise prevent Parent or Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Articles of incorporation and byIncorporation or By-laws (or equivalent organizational documents) of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b4.03(b) belowhave been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that which would not prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and Laws, the premerger NASD, state takeover laws, the pre-merger notification requirements of the HSR Act, Act and filing and recordation of appropriate articles of merger as required by the Minnesota Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the ability of Offer or the Merger, or otherwise prevent Parent or Purchaser to carry out its from performing their respective obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Viacom do not, and the performance of this Agreement by each of Parent and Purchaser shall Viacom will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of Parent or PurchaserViacom, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser Viacom or by which Viacom or any property or asset of Parent or Purchaser its properties is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Viacom pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Viacom is a party or by which it or any of Parent its properties is bound or Purchaseraffected, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent cause or materially delay the ability create a material risk of Parent non-performance or Purchaser to carry out delayed performance by Viacom of its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Viacom do not, and the performance of this Agreement by each of Parent and Purchaser shall Viacom will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of the HSR Act, Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability performance by Viacom of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, (i) conflict with or violate the certificate of incorporation and or by-laws or equivalent organizational documents of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or and (iii) result in any breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendmentcancellation, vesting or acceleration of any obligation under, or cancellation ofrequire the consent of any other party to, any noteagreement, contract, instrument, bond, mortgagenote, indenture, contract, agreement, lease, license, permit, license or franchise or other instrument or obligation of to which Parent or Purchaserany of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their respective property is bound or affected, except for any such conflicts, violations, breaches, defaults conflicts or other occurrences violations that would not prevent or materially delay consummation of the ability of transactions contemplated by this Agreement or otherwise prevent or materially delay Parent or Purchaser to carry out from performing its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the ability of transactions contemplated by this Agreement or otherwise prevent Parent or Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, subject to obtaining the consents, approvals, Authorizations and permits and making the filings described in Section 5.6(b) of this Agreement and Section 5.6(b) of the Parent Disclosure Schedule, (i) conflict with or violate the certificate of incorporation and by-laws or bylaws of either Parent or PurchaserMerger Sub, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser Merger Sub or by which any property or asset of Parent or Purchaser any of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub or require the consent of any third party pursuant to, any note, bond, mortgage, indenture, contractContract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserMerger Sub is a party or by which Parent or Merger Sub or any property or asset of any of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of aggregate, have a Material Adverse Effect on Parent or Purchaser to carry out its prevent Parent and Merger Sub from performing their respective obligations under, under this Agreement and to consummate consummating the transactions contemplated by, this AgreementTransactions. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, require any consent, approval, authorization Authorization or permit of, or filing with, with or notification to, any Governmental Authority, domestic or foreign, except (i) for applicable requirements, if any, the filing of the Form S-4 registration statement with the SEC in connection with the issuance of the Merger Securities Actpursuant to the Merger (including any amendments or supplements thereto, the Exchange Act“Form S-4 Registration Statement”), Blue Sky Laws (ii) such filings as may otherwise be required in accordance with federal and state securities Law compliance in connection with the premerger notification requirements issuance of the HSR ActMerger Securities pursuant to the Merger, (iii) the filing of a Schedule 14F in accordance with Exchange Act Section 14f, (iv) the filing and recordation of the Certificate of Merger with the Delaware Secretary as required by this Agreement and applicable Law, (v) such filings as may be required under the Exchange Act and/or by FINRA, (vi) as may be specified in Section 5.6(b) of the Parent Disclosure Schedule, and (iivii) where the failure to obtain such consents, approvals, authorizations Authorizations or permits, or to make such filings or notifications, would not have a Material Adverse Effect on Parent or Merger Sub and would not prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out its Merger Sub from performing their respective obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay the ability of performance by Parent or Purchaser to carry out of any of its obligations under, and to consummate under this Agreement or the transactions contemplated by, this Agreementconsummation of any of the Transactions. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements state takeover laws, and filing and recordation of the HSR Act, appropriate merger documents 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 prevent or materially delay the ability of performance by Parent or Purchaser to carry out of any of its obligations under, and to consummate under this Agreement or the transactions contemplated by, this Agreementconsummation of any of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, (i) conflict with or violate breach any provision of the certificate Governing Documents of incorporation and by-laws of either Parent or PurchaserMerger Sub, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b4.03(b) belowhave been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any applicable Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected Order, 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 give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Lien on any property or other instrument or obligation asset of Parent or PurchaserMerger Sub pursuant to any material Contract to which Parent or Merger Sub is a party, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not not, individually or in the aggregate, prevent or materially delay consummation of any of the ability of Transactions or otherwise prevent or materially delay Parent or Purchaser to carry out its and Merger Sub from performing their obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of Laws, the HSR Act, any filings required to be made with NYSE or NASDAQ and the filing and recordation of appropriate merger documents as required by the LBCL and DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay consummation of any of the ability of Transactions or otherwise prevent Parent or Purchaser to carry out its Merger Sub from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement. (c) As of the date hereof, none of Parent, Merger Sub or any of their respective Affiliates is a party to any Contract (other than this Agreement and the Voting Agreement) with FBS, or to the knowledge of Parent, any of his Affiliates or associates (as defined in Exchange Act Rule 12b-2) or immediate family members (as defined in SEC Regulation S-K Item 404), or any other Person at the request of FBS or at the request of any Person known by Parent to be acting at the direction of FBS. (d) Assuming the accuracy of the representations and warranties of the Company set forth in Section 3.03, not more than 29.99% of the combined voting power of the shares of Class A and Class B Common Stock are subject to the Voting Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, (i) conflict with or violate the certificate of incorporation and or by-laws of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b4.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) 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 Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, contract agreement, lease, license, permit, franchise franchise, trust or other instrument or obligation of Parent or Purchaserobligation, except for any such conflicts, violations, breaches, defaults or other occurrences that as would not prevent adversely affect or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirementsthose required to be made with self-regulatory organizations and Governmental Authorities regulating brokers, if anydealers, of the Securities Actinvestment advisors, the Exchange Actinvestment companies, Blue Sky Laws banks, trust companies and the premerger notification requirements of the HSR Act, insurance companies and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent adversely affect or materially delay the ability of Parent or Purchaser to carry out its their obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not not, individually or in the aggregate, prevent or materially delay consummation of the ability of Transactions or otherwise prevent Parent or and Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements filing and recordation of the HSR Actappropriate merger documents 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 prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (ai) The Except as set forth in Section 6.02(d)(i) of the Target Disclosure Letter, the execution and delivery by Target of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall its obligations hereunder will not, (iA) conflict with or violate the certificate organizational documents of incorporation Target or Target Subsidiaries, (B) assuming that all consents, approvals, authorizations and by-laws of Parent or Purchaser, other actions described in subsection (ii) assuming satisfaction of the requirements set forth have been obtained and all filings and obligations described in Section 5.02(bsubsection (ii) belowhave been made, conflict with or violate any Law domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to Parent or Purchaser Target and Target Subsidiaries or by which any Target Property or other property or asset of Parent Target or Purchaser any of the Target Subsidiaries is bound or affected affected, or (iiiC) 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 give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any Target Property or other property or asset of Target or any of the Target Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that would not (x) prevent or materially delay consummation of the ability of Parent Transaction or Purchaser to carry out otherwise prevent it from performing its obligations under, and to consummate the transactions contemplated by, under this AgreementAgreement or (y) have a Target Material Adverse Effect. (bii) The Except as set forth in Section 6.02(d)(ii) of the Target Disclosure Letter, the execution and delivery by Target of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, Authority except (iA) for applicable requirements, if any, the filing of the Securities ActArticles of Merger with, and the acceptance for record of the Articles of Merger by, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, SDAT and (iiB) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not (x) prevent or materially delay consummation of the ability of Parent Transaction or Purchaser to carry out otherwise prevent it from performing its obligations under, and to consummate the transactions contemplated by, under this AgreementAgreement or (y) have a Target Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Acquiror do not, and the performance of this Agreement by each of Parent and Purchaser Acquiror shall not, (i1) conflict with or violate either the certificate Articles of incorporation and by-laws Incorporation or Bylaws of Parent or Purchaserthe Articles of Incorporation or Bylaws of Acquiror, (ii2) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser Acquiror or by which any property either of them or asset of Parent or Purchaser their respective properties is bound or affected affected, or (iii3) result in any breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent or Acquiror pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserAcquiror is a party or by which Parent or Acquiror or any of their respective properties is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the ability of Parent or Purchaser to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreementhave a Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Acquiror does not, and the performance of this Agreement by each of Parent and Purchaser Acquiror shall not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, requirements of the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act, ”) and State securities laws (“Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementLaws”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance consummation of this Agreement by each of Parent and Purchaser shall not, the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation and by-laws charter or bylaws, in each case as amended or restated, of Parent or Purchaserany of its subsidiaries, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law Laws applicable to Parent or Purchaser any of its subsidiaries or by which any property or asset of Parent or Purchaser their assets is bound or affected subject 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 give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the assets of Parent or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or Purchaserany of its subsidiaries is a party or by or to which Parent or any of its subsidiaries or any of their assets is bound or subject, except for any except, with respect to clauses (ii) and (iii) above, such conflicts, violations, breaches, defaults defaults, terminations, amendments, accelerations, cancellations, payments or other occurrences that Liens as would not prevent have a Parent Material Adverse Effect, or materially delay (B) as set forth in the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementDisclosure Schedule. (b) The No filing with or notification to, and no consent, license, approval, permit, waiver, order or authorization of, any Governmental Entity is necessary for the execution and delivery of this Agreement by each the Parent or the consummation by Parent of Parent and Purchaser do notthe transactions contemplated by this Agreement, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except except: (i) for applicable requirements, if any, the filing of a premerger notification and report form under the Securities HSR Act, ; (ii) the filing with the SEC of: (A) the Joint Proxy Statement/Prospectus; and (B) such reports under the Exchange Act, Blue Sky Laws as may be required in connection with this Agreement and the premerger notification requirements transactions contemplated by this Agreement; (iii) the filing of the HSR Actcertificate of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Merger Sub is qualified to do business; and (iv) such filings with or notifications to, and (ii) where the failure to obtain such consents, license, approvals, authorizations or permits, waivers, orders, or authorizations of, any Governmental Entities the failure of which to make such filings or notifications, receive would not prevent or materially delay the ability of have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Voting Agreement to Parent by each of Parent and Purchaser do the Stockholder does not, and the performance of this Voting Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate any Law applicable to the certificate of incorporation and by-laws of Parent Stockholder or Purchaserby which the Stockholder is bound or affected, (ii) assuming satisfaction violate or conflict with the organizational documents of the requirements set forth in Section 5.02(b) belowStockholder, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected if applicable, or (iii) except where it would not interfere with the Stockholder's ability to perform his, her or its obligations hereunder, result in any breach of, or constitute a default (with or event that with without notice or lapse of time or both would become a defaultboth) any breach of or default under, or give to others another party any rights right of termination, material amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance or restriction on any of the property or assets of the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of Parent the Stockholder's properties or Purchaser, except for any such conflicts, violations, breaches, defaults assets is bound or affected. There is no beneficiary or holder of a voting trust certificate or other occurrences that would not prevent interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Voting Agreement or materially delay the ability consummation by the Stockholder of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, by this Voting Agreement. (b) The execution and delivery of this Voting Agreement by each of Parent and Purchaser do the Stockholder does not, and the performance of this Voting Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritythird party or any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent interfere with the Stockholder's ability to perform his, her or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhereunder.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall do not and will not, : (i) conflict with or violate the certificate respective certificates of incorporation and or by-laws of Parent or Purchaser; (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) assuming satisfaction and (iii) of the requirements set forth subsection (b) below have been obtained and all filings described in Section 5.02(b) belowsuch clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property either of them or asset of Parent or Purchaser is their respective properties are bound or affected affected; or (iii) result in any breach of, or violation of or constitute a default (or an event that which with notice or lapse of time or both would could become a default) or result in the loss of a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contractcontract (other than contracts terminable at will or upon 90 days' or less notice by the terminating party), agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any of their respective properties are bound or affected, except except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other 26 22 occurrences that would not which are not, individually or in the aggregate, reasonably likely to prevent or materially delay the ability consummation of Parent the Offer or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, do not and will not require any consent, approval, authorization or permit of, or action by, filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities ActExchange Act and the rules and regulations promulgated thereunder, the Exchange ActHSR Act or other foreign filings or approvals, Blue Sky Laws state securities, takeover and "blue sky" laws, (ii) the premerger notification requirements filing and recordation of appropriate merger or other documents as required by the HSR ActDGCL, and (iiiii) where the failure to obtain such consents, approvals, authorizations or authorizations, permits, actions, filings or notifications the failure of which to make such filings or notificationsobtain are not, would not individually or in the aggregate, reasonably likely to prevent the consummation of the Offer or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which any property or asset of either of them is bound or affected, except except, with respect to clause (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Offer or Merger, or otherwise prevent or materially delay Parent or and Purchaser to carry out its from performing their obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state takeover laws, (ii) the premerger pre-merger notification requirements of the HSR Act, (iii) the pre-merger notification requirements of the German Competition Act, (iv) the requirements of any other applicable foreign antitrust law, (v) filing and recordation of appropriate merger documents as required by Delaware Law, and (iivi) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the ability of Offer or Merger, or otherwise prevent or materially delay Parent or Purchaser to carry out its from performing their obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement to Lilis, Merger Sub and Brushy by each of Parent and Purchaser do the Stockholders does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate any Law applicable to the certificate of incorporation and by-laws of Parent Stockholders or Purchaserby which the Stockholders are bound or affected, (ii) assuming satisfaction violate or conflict with the organizational documents of the requirements set forth in Section 5.02(b) belowStockholders, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected if applicable, or (iii) except where it would not interfere with the Stockholders’ ability to perform his, her or its obligations hereunder, result in any breach of, or constitute a default (with or event that with without notice or lapse of time or both would become a defaultboth) any breach of or default under, or give to others another party any rights right of termination, material amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance or restriction on any of the property or assets of the Stockholders pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholders are a party or by which the Stockholdesr or any of Parent the Stockholders’ properties or Purchaser, except for any such conflicts, violations, breaches, defaults assets is bound or affected. There is no beneficiary or holder of a voting trust certificate or other occurrences that would not prevent interest of any trust of which the Stockholders are a trustee whose consent is required for the execution and delivery of this Agreement or materially delay the ability consummation by the Stockholder of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, by this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do the Stockholders does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritythird party or any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay interfere with the Stockholders’ ability of Parent or Purchaser to carry out its perform their obligations under, and to consummate the transactions contemplated by, this Agreementhereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, (i) conflict with or violate the certificate of incorporation and or by-laws of Parent or Purchaserany comparable organizational documents of Parent or Merger Sub, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate in any material respect any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected 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 would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaserobligation, except except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would could not reasonably be expected, individually or in the aggregate, to prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, by this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser Merger Sub do not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger pre-merger notification requirements of the HSR Act, and (ii) for the filing and recordation of appropriate merger documents as required by the FBCA and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsnotifications could not reasonably be expected to have, would not individually or in the aggregate to prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall do not and will not, : (i) conflict with or violate the certificate respective certificates of incorporation and or by-laws of Parent or Purchaser; (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) assuming satisfaction and (iii) of the requirements set forth subsection (b) below have been obtained and all filings described in Section 5.02(b) belowsuch clauses have been made, 30 conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property either of them or asset of Parent or Purchaser is their respective properties are bound or affected affected; or (iii) result in any breach of, or violation of or constitute a default (or an event that which with notice or lapse of time or both would could become a default) or result in the loss of a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any of their respective properties are bound or affected, except except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not which could not, individually or in the aggregate, reasonably be expected to prevent the consummation of the Offer or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, do not and will not require any consent, approval, authorization or permit of, or action by, filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of rules and regulations promulgated thereunder, the HSR Act, certain foreign filings and approvals, state securities, takeover and Blue Sky laws, (ii) where the failure to obtain filing of the Certificate of Merger with the Delaware Secretary of State, and (iii) such consents, approvals, authorizations or authorizations, permits, actions, filings or notifications the failure of which to make such filings or notificationsobtain would not, would not individually or in the aggregate, reasonably be expected to prevent the consummation of the Offer or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Kcompany of this Agreement by each of Parent and Purchaser do the other Transaction Documents to which it is or will at the Closing be a party does not, and the performance of this Agreement by each of Parent and Purchaser shall Kcompany will not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or PurchaserKcompany MAA, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser Kcompany or by which any of its property or asset of Parent or Purchaser assets is bound or affected 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 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 Kcompany pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Kcompany is a party or by which Kcompany or any of Parent its property or Purchaserassets is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhave a Kcompany Material Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Kcompany does not, and the performance of this Agreement by each of Parent and Purchaser shall Kcompany will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Laws, and state takeover laws, the premerger pre-closing notification requirements of the HSR ActAct and/or compliance with and filings or notifications under any applicable Foreign Investment Laws, (ii) such filings with and approvals of Nasdaq to permit the Merger Consideration to be issued in connection with the transactions contemplated by this Agreement and the other Transaction Documents to be listed on Nasdaq, (iii) execution and filing of the Initial Merger Documents, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay consummation of any of the ability of Parent Transactions or Purchaser to carry out otherwise prevent Kcompany from performing its material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do Merger Sub does not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, (i) conflict with or violate the certificate organizational documents of incorporation and by-laws either of Parent or PurchaserMerger Sub, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to either of Parent or Purchaser Merger Sub or by which any property or asset either of Parent or Purchaser Merger Sub or any of their respective properties is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which either of Parent of Merger Sub is a party or Purchaserby which either of them or any of their respective properties is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability performance by either of Parent or Purchaser to carry out Merger Sub of its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Merger Sub does not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of the HSR Act, Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability performance by either of Parent or Purchaser to carry out and Merger Sub of its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate organizational documents of incorporation and by-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, 31 27 lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Transactions or otherwise prevent Parent or and Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The Except as set forth in Section 5.03(b) of the Disclosure Schedule (the "Purchaser Disclosure Schedule"), which has been prepared by Parent and Purchaser and delivered by Parent and Purchaser to the Company prior to the execution and delivery of this Agreement, the execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state takeover laws, the premerger HSR Act, the Exon-Florxx Xxxvision, the notification requirements of the HSR ActArms Regulations and filing and recordation of appropriate merger documents 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 prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to carry out its perform their obligations underhereunder, and to consummate or prevent or materially delay the transactions contemplated by, this Agreementconsummation of the Transactions. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of state takeover laws, the HSR Act, and filing and recordation of appropriate merger documents as required by Delaware Law, (ii) requirements of state and foreign banking currency or other regulatory authorities (all of which requirements are set forth in Schedule 3.05(b)) and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent not, individually or materially delay in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to carry out its perform their obligations underhereunder, and to consummate or prevent or materially delay the transactions contemplated by, this Agreementconsummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other Ancillary Agreements by each of Parent and Purchaser do Buyer does not, and the performance of this Agreement and this Agreement and the Ancillary Agreements by each of Parent and Purchaser shall not, Buyer will not (i) conflict with or violate the certificate Organizational Documents, in each case as amended or restated, of incorporation and by-laws of Parent or PurchaserBuyer, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law Laws in effect as of the Agreement Date and applicable to Parent or Purchaser Buyer or by which any property or asset of Parent or Purchaser is bound or affected its properties are bound, 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 required payment under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any noteEncumbrance on, bondany of the properties or assets of Buyer, mortgagein each case of clauses (i) through (iii) above, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaser, except for any with such conflicts, violations, breaches, defaults or other occurrences that exceptions as would not reasonably be expected to prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate Buyer from consummating the transactions contemplated by, by this AgreementAgreement or the other Ancillary Agreements. (b) The execution and delivery of this Agreement and the other Ancillary Agreements by each of Parent and Purchaser do Buyer does not, and the performance of this Agreement and the other Ancillary Agreements by each Buyer and the consummation of Parent the transactions contemplated hereby and Purchaser shall notthereby will not require Buyer to obtain any Consent, require any consent, approval, authorization Permit or permit order of, or to make any filing with, with or notification to, or procure other action by, any Governmental AuthorityPerson based on any Laws, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky as required under Antitrust Laws and the premerger for any such consent, permit or order, or filing or notification requirements of the HSR Act, and (ii) where the which failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate Xxxxx from consummating the transactions contemplated by, by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall Shareholder will not, (i) conflict with or violate any agreement to which Shareholder is a party, any trust agreement or any equivalent organizational documents, as the certificate case may be, of incorporation and by-laws of Parent or PurchaserShareholder, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser Shareholder or by which any property or asset of Parent or Purchaser Shareholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, pledge, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or PurchaserShareholder, except except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser Shareholder to carry out its Shareholder's obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Shareholder does not, and the performance of this Agreement by each of Parent and Purchaser shall Shareholder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental AuthorityBody, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws Act and the premerger notification requirements of the HSR Actstate securities or "blue sky" laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser Shareholder to carry out its Shareholder's obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth that all consents, approvals, authorizations and other actions described in Section 5.02(b5.03(b) belowhave been obtained and all filings and obligations described in Section 5.03(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the ability of Transactions or otherwise prevent Parent or and Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky blue sky Laws and the premerger state takeover laws, notification requirements or approval in any other relevant jurisdiction, and filing and recordation of the HSR Actappropriate merger documents 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 prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out its from performing their material obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, approvals, authorizations and permits described in Section 5.3(b) have been obtained, all filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement by each of Parent and Purchaser do Merger Sub does not, and the performance of this Agreement by each of Parent and Purchaser shall its obligations hereunder will not, (i) conflict with or violate the certificate any provision of incorporation and by-laws any organizational or governing document of Parent or PurchaserMerger Sub, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to each of Parent or Purchaser and Merger Sub or by which any property or asset of each of Parent or Purchaser and Merger Sub is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 5.3(b)) under, result in any breach ofof any obligation or any loss of any benefit or material increase in any cost or obligation of Parent or Merger Sub under, or constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or give to others any rights other Person any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Parent or Merger Sub pursuant to, any note, bond, mortgagedebt instrument, indenture, contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation of to which Parent or PurchaserMerger Sub is a party except, except as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that that, individually or in the aggregate, would not prevent or materially delay the ability of reasonably be expected to have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Merger Sub does not, and the performance of this Agreement by each of Parent and Purchaser shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, except (i) for applicable requirementsthe filing with the SEC of such reports under, if any, of the Securities Actand other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Articles of Merger with, and the acceptance of the Articles of Merger for record by, SDAT pursuant to the MGCL, (iii) the filing of the Merger Certificate with the DSOS pursuant to the Delaware LLC Act, Blue Sky Laws (iv) such filings as may be required in connection with state and the premerger notification requirements of the HSR Actlocal Transfer Taxes, (v) such filings as may be required under state securities or state "blue sky" Laws, and (iivi) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not prevent or materially delay the ability of reasonably be expected to have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and byIncorporation or By-laws of either Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, require any third-party consents, approvals or authorizations, give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent not, individually or materially delay in the aggregate, have an adverse effect on the ability of Parent or Purchaser to carry out its perform their obligations underhereunder, and to consummate or prevent or materially delay the transactions contemplated by, this Agreementconsummation of the Transactions. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental AuthorityUnited States or Canadian federal, state or provincial governmental or regulatory authority except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of state takeover laws, the HSR Act, and filing and recordation of appropriate merger documents 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 prevent not, individually or materially delay in the aggregate, have an adverse effect on the ability of Parent or Purchaser to carry out its perform their obligations underhereunder, and to consummate or prevent or materially delay the transactions contemplated by, this Agreementconsummation of the Transactions.

No Conflict; Required Filings and Consents. (a) 6.3.1 The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Articles of incorporation and by-laws Incorporation or Bylaws of Parent or PurchaserParent, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is its properties are bound or affected 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 would become a default) under, or impair 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 or encumbrance on any note, bond, mortgage, indenture, of the properties or assets of Parent pursuant to any contract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Parent is a party or by which Parent or Purchaserits properties are bound or affected, except in any such case for any such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent or delay consummation of the Merger, or otherwise materially delay and adversely affect the ability of Parent or Purchaser to carry out perform its obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) 6.3.2 The execution and delivery of this Agreement by each of Parent and Purchaser do does not, and the performance of this Agreement by each of Parent and Purchaser shall not, will not require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, the filing and recordation of appropriate merger or other documents as required by the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR ActDCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsnotification, would not reasonably be expected to prevent or delay consummation of the Merger, or otherwise materially delay and adversely affect the ability of Parent or Purchaser to carry out perform its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, (i) conflict with or violate the certificate Certificate of incorporation and by-laws Incorporation or Bylaws of either Parent or Purchaser, (ii) assuming satisfaction of that required filings under the requirements set forth in Section 5.02(b) belowHSR Act and Delaware Law are made by the appropriate parties, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser either of them is bound or affected 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 would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, mortgage or indenture, contract, agreement, leasedeed of trust, license, permitlease or, franchise to the knowledge of Parent and Purchaser, any other contract, agreement or other instrument or obligation of to which Parent or PurchaserPurchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except except, in the cases of (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not not, individually or in the aggregate, prevent or materially delay Parent and Purchaser from performing their respective obligations in any material way under this Agreement and consummating the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementTransactions. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of state takeover laws, the HSR Act, and filing and recordation of appropriate merger documents 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 prevent or materially delay consummation of the ability of Transactions, or otherwise prevent Parent or Purchaser to carry out its from performing their respective obligations under, and to consummate the transactions contemplated by, in any material way under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Note Documents by each of Parent and Purchaser the Buyer Parties do not, and the performance of this Agreement by each of Parent the Buyer Parties’ obligations hereunder and Purchaser shall thereunder will not, (i) conflict with or violate the organizational documents of Parent or the certificate of incorporation and by-laws or bylaws of Parent or PurchaserMerger Sub, (ii) assuming satisfaction that all consents, approvals, authorizations and other actions described in subsection (b) of the requirements set forth this Section 6.05 have been obtained and all filings and obligations described in subsection (b) of this Section 5.02(b) below6.05 have been made, conflict with or violate any Law applicable to Parent or Purchaser any of the Buyer Parties, or by which any property of its properties or asset of Parent or Purchaser assets is bound or affected bound, or (iii) require any consent, notice or waiver under or result in any violation or breach of, or constitute a default (or an event that which, with or without notice or lapse of time or both both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration acceleration, prepayment or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in the creation of a Lien or other instrument encumbrance on any of its properties or obligation assets pursuant to, any Contract to which it is a party or by which it or any of its properties or assets is bound or any Permit affecting, or relating in any way to, the assets or business of Parent or Purchaserand its Subsidiaries, except except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay consummation of the ability of Parent Merger or Purchaser to carry out otherwise prevent it from performing its obligations under, and to consummate under this Agreement or the transactions contemplated by, this AgreementNote Documents. (b) The execution and delivery of this Agreement and the Note Documents by each of Parent and Purchaser do the Buyer Parties does not, and the performance of this Agreement by each of Parent the Buyer Parties’ obligations hereunder and Purchaser shall thereunder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and (B) the premerger pre-merger notification requirements of the HSR Act, (C) compliance with the Antitrust Laws in the jurisdictions listed in Section 5.05(b) of the Company Disclosure Schedule, and (D) any filings required under the rules and regulations of NASDAQ, (E) the filing of the Certificate of Merger pursuant to the DGCL, (F) the filing of customary applications and notices with the FDA, EMEA and MHRA, and (G) any registration, filing or notification required pursuant to state securities or blue sky laws and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent not, individually or materially delay in the ability of aggregate, reasonably be expected to have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do Stockholder does not, and the performance of this Agreement by each of Parent and Purchaser Stockholder shall not, (i) conflict with or violate any material agreement to which a Stockholder is a party to, any trust agreement or any equivalent organizational documents, as the certificate case may be, 1 Need to confirm that all shares held by Stockholders are held either by individuals or trusts. of incorporation and by-laws of Parent or Purchasersuch Stockholder, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b3.02(b) below, conflict with or violate any Law Legal Requirement applicable to Parent or Purchaser such Stockholder or by which any property or asset of Parent or Purchaser such Stockholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, pledge, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchasersuch Stockholder, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser such Stockholder to carry out its such Stockholder’s obligations under, and to consummate the transactions contemplated by, under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Stockholder does not, and the performance of this Agreement by each of Parent and Purchaser Stockholder shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental AuthorityBody, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Act and Blue Sky Laws and the premerger notification requirements of the HSR ActLaws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of Parent or Purchaser such Stockholder to carry out its such Stockholder’s obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent do not and Purchaser shall not, will not (i) conflict with or violate the certificate of incorporation and by-laws corporate charter or bylaws or other equivalent organizational documents of Parent or Purchaserits subsidiaries, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent or Purchaser any of its subsidiaries or by which its or any property or asset of Parent or Purchaser is bound or affected their respective properties are bound, assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in such clauses have been made, or (iii) result in any breach of, or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Contract to which Parent or Purchaserany of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties are bound, except except, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence that would not prevent not, individually or materially delay in the ability of Parent or Purchaser aggregate, have a Material Adverse Effect with respect to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementParent. (b) The execution execution, delivery and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, the consummation of the Merger by Parent do not and will not require any consent, approval, authorization or permit of, or action by, filing with, with or notification to, any Governmental AuthorityEntity, except for (i) for the filing with, and to the extent required, the declaration of effectiveness by the SEC of (A) a proxy statement relating to the Parent Stockholder Approval, (B) the registration statement on Form S-4 pursuant to the Securities Act and (C) such other filings and reports as required pursuant to the applicable requirements, if any, requirements of the Securities Act, Act or the Exchange Act, Blue Sky Laws and the premerger notification requirements of (ii) the HSR Act, (iii) the applicable requirements of NASDAQ, (iv) the filing with the SDAT of the Articles of Merger as required by the MGCL, (iv) the filings of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (v) notification to DSS in accordance with Section 1-302(g) of the NISPOM, and (iivi) where any such consent, approval, authorization, permit, action, filing or notification the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notifications, obtain would not (A) prevent or materially delay the ability of Parent or Purchaser to carry out from performing its obligations underunder this Agreement in any material respect or (B) individually or in the aggregate, and have a Material Adverse Effect with respect to consummate the transactions contemplated by, this AgreementParent.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.05(a) of the Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Purchaser the Company do not, and the performance of this Agreement by each of Parent and Purchaser shall the Company will not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or Purchaserany Organizational Documents, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate in any material respect any Law applicable to Parent or Purchaser the Company or by which any property or asset of Parent or Purchaser the Company is bound or affected 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 material default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise property or other instrument or obligation asset of Parent or Purchaser, except for the Company or in the payment of any such conflicts, violations, breaches, defaults royalties or other occurrences that would not prevent amounts (in excess of those payable in the absence of this Agreement) pursuant to, any contract or materially delay Permit (as defined below) to which Parent or the ability Company is a party or by which Parent or the Company or any material property or asset of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementCompany is bound or affected. (b) The execution and delivery of this Agreement by each of Parent and Purchaser the Company do not, and the performance of this Agreement by each of either Parent and Purchaser shall or the Company will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authority, Entity except (i) for applicable requirements, if any, requirements of the Securities Act, the Exchange Act, Blue Sky any Antitrust Laws and the premerger notification requirements of the HSR Act, and (ii) where the failure to obtain such other consents, approvals, authorizations or authorizations, permits, filings or notifications of, with or to make such filings any Governmental Entity, the failure of which to be made or notifications, obtained would not reasonably be expected to prevent or materially delay the ability consummation of the Closing or the performance by the Company or Parent of any of their respective material obligations under this Agreement or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementany Transaction Document.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do Chiste does not, and the performance of this Agreement by each of Parent and Purchaser shall Chiste will not, (i) conflict with or violate the certificate of incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law Legal Requirement applicable to Parent or Purchaser Chiste or by which any of its property or asset of Parent or Purchaser is assets are bound or affected affected, or (iiiii) result in any breach of, of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any property or assets, including, without limitation, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Parent or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementobligation. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do Chiste does not, and the performance of this Agreement by each of Parent and Purchaser shall Chiste will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities ActExchange Act of 1934, as amended (the "Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act"), and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability performance by Chiste of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by each of Seller and Seller Parent of this Agreement by and each of Parent and Purchaser do notthe Ancillary Agreements to which it will be a party, and the performance consummation of this Agreement by each of Parent the transactions contemplated hereby and Purchaser shall thereby, do not and will not, : (i) conflict with or violate the certificate organizational documents of incorporation and by-laws of Parent Seller or Purchaser, Seller Parent; (ii) assuming satisfaction of the requirements set forth in Section 5.02(b) below, conflict with or violate any Law applicable to Parent Seller or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected or Seller Parent; 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, under or give to others require any rights consent of termination, amendment, acceleration or cancellation ofany Person pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, instrument, obligation or other instrument material Contract to which Seller or obligation Seller Parent is a party. (b) Neither Seller nor Seller Parent is required to file, seek or obtain any material notice, authorization, approval, order or consent of or with any Governmental Authority in order for Seller or Seller Parent to execute, deliver and perform this Agreement and each of the Ancillary Agreements to which it will be party or Purchaser, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated byhereby or thereby, this Agreement. other than (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority, except (ix) for the applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of the HSR Act, Act and (iiy) where approval of the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay Settlement and Release Agreement and the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Tri-Party Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Buyer and Parent and Purchaser do not, and the performance by Buyer and Parent of this Agreement by each their obligations hereunder and the consummation of Parent and Purchaser shall the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws of Buyer or the certificate of incorporation and by-laws bylaws of Parent or PurchaserParent, (ii) assuming satisfaction of the requirements set forth that all Consents and filings described in Section 5.02(b4.2(b) belowhave been obtained or made, materially conflict with or materially violate any Law applicable to Buyer or Parent or Purchaser or by which any property or asset of Buyer or Parent or Purchaser is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation ofviolation pursuant to, any material note, bond, mortgage, indenture, contractContract, agreement, lease, license, permit, franchise or other instrument or obligation of to which Buyer or Parent is a party or by which Buyer or Parent or Purchaser, except for any such conflicts, violations, breaches, defaults of their respective properties may be bound or other occurrences that would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementaffected. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any consent, approval, authorization or permit No Consent of, or filing with, or notification to, any Governmental AuthorityEntity is required by Buyer or Parent in connection with the execution and delivery of this Agreement, the performance by Buyer or Parent of any of its obligations hereunder or the consummation by Buyer or Parent of the transactions contemplated hereby, except for (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the premerger notification requirements of compliance with the HSR Act, Act and (ii) where Consents or filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability consummation of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreementhereby or the performance by Buyer or Parent of any of their respective obligations hereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance Merger Sub of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the consummation by each of Parent and Purchaser shall Merger Sub of the Transactions do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the compliance by each of Parent and Merger Sub with its obligations hereunder and thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with or violate the certificate of incorporation and by-laws incorporation, bylaws or other organizational documents of either of Parent or PurchaserMerger Sub, (ii) assuming satisfaction of subject to obtaining or making the requirements set forth consents, approvals, orders, authorizations, registrations, declarations, filings and other actions described in Section 5.02(b5.04(b) below, conflict with or violate any Law applicable to Parent or Purchaser Merger Sub or by which any property or asset of Parent or Purchaser Merger Sub is bound or affected or bound, (iii) result in a violation or breach or conflict with any breach provision of, or constitute a default (with or event that with without notice or lapse of time time, or both would become both) a default) default under, any of the terms, conditions or give provisions of any Contract to others which Parent, Merger Sub or any rights of termination, amendment, acceleration their respective Subsidiaries is a party or cancellation of, by which any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise of their respective properties or other instrument assets may be bound or obligation (iv) result in the creation of a Lien on any property or asset of Parent or PurchaserMerger Sub or any of their respective Subsidiaries, except for any such conflictsexcept, violationswith respect to clauses (ii), breaches(iii) and (iv), defaults as would not, individually or other occurrences that would not prevent or materially delay in the ability of aggregate, reasonably be expected to have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by each of Parent and Purchaser shall not, require any No consent, approval, Order or authorization or permit of, or registration, qualification, designation or filing with, with or notification to, any Governmental AuthorityAuthority is required on the part of any of Parent and Merger Sub in connection with the execution, except (i) for applicable requirements, if any, delivery and performance of this Agreement or the consummation by Parent and Merger Sub of the Securities ActTransactions, other than (i)(A) the Exchange Act, Blue Sky Laws and the premerger notification applicable requirements of the Exchange Act and state securities, takeover and “blue sky” Laws, (B) the applicable requirements of the NYSE, (C) the HSR Act, Act and the applicable requirements of other Antitrust Laws and (D) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger pursuant to the DGCL and (ii) where the failure to obtain such other consents, approvals, authorizations or permitsOrders, or to make such authorizations, registrations, qualifications, designations, filings or notificationsnotifications to, by or from any Governmental Authority that, if not obtained, made or given, would not prevent not, individually or materially delay in the ability of aggregate, reasonably be expected to have a Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this AgreementMaterial Adverse Effect.