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 Company do not, and the performance of this Agreement by Company shall not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company each of Parent and Merger Sub do not, and the performance of this Agreement by Company shall will not, (i) conflict with or violate the Company Charter DocumentsArticles of Incorporation or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b4.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 4.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Merger Sub or by which its any property or any asset of their respective properties Parent or Merger Sub 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 would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation obligation, except, with respect to which Company is a party or by which Company or its properties are bound or affectedclauses (ii) and (iii) of this Section 4.05(a), except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could would not reasonably be expected to have a Material Adverse Effect on prevent or materially delay the Companyconsummation of the transactions contemplated by, or otherwise prevent Parent and Merger Sub from performing their material obligations under, this Agreement. (b) The execution and delivery of this Agreement by Company each of Parent and Merger Sub do not, and the performance of this Agreement by Company shall each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (A) the pre-merger notification requirements of the HSR Act and the requirements of other applicable competition laws, (B) the requisite approvals of insurance regulatory authorities (including, without limitation, the insurance regulatory authorities of Rhode Island), (C) applicable requirements, if any, of the pre-merger notification requirements Exchange Act, the Securities Act or Blue Sky Laws and state takeover laws, (D) the DGCL with respect to the filing of the Delaware Certificate of Merger, (E) all filings, consents, approvals and authorizations to be made with or received from the Toronto Stock Exchange (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActTSE") and the rules and regulations thereunderOntario Securities Commission (the "OSC") in connection with the Related Party Transactions, (F) the approval of the TSE in connection with the issuance of the Parent Debentures and the filing underlying Parent Common Shares and recordation of the Merger Documents as required by the Corporate Code and except (G) 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 consummation of the transactions contemplated by, or otherwise have prevent Parent and Merger Sub from performing their material obligations under, this Agreement. (c) As used in this Agreement, "Related Party Transactions" means the issuance and sale by Parent of certain convertible debentures to Fairfax Financial Holdings Limited and the Parent Debentures and the Company Common Stock underlying such securities and the sale of the capital stock of the Insurance Companies by the Surviving Corporation to a Material Adverse Effectsubsidiary of Fairfax Financial Holdings Limited.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Company do not, and or the performance of this Stock Option Agreement by Company shall notParent or the Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby or thereby or the compliance by Parent or the Purchaser with any of the provisions hereof or thereof will (i) conflict with or violate the Company Charter Documentsorganizational documents of Parent or the Purchaser, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any lawstatute, ordinance, rule, regulation, order, judgment or decree applicable to Company Parent or the Purchaser, or any of their subsidiaries, or by which its any of them or any of their respective properties is or assets may be bound or affected, or (iii) result in a Violation pursuant to any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or the Purchaser, or any of their respective subsidiaries, is a party or by which Company any of their respective properties or its properties are assets may be bound or affected, except in the case of the foregoing clauses (ii) and (iii) for any case for such conflicts, violations, breaches, defaults or other occurrences that could Violations which would not reasonably be expected to have a Material Adverse Effect on Parent or materially adversely affect the Companyability of Parent or the Purchaser to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (b) The None of the execution and delivery of this Agreement or the Stock Option Agreement by Company do not, Parent and the performance Purchaser, the consummation by Parent and the Purchaser of this Agreement the transactions contemplated hereby or thereby or the compliance by Company shall not, Parent and the Purchaser with any of the provisions hereof or thereof will require any consent, approval, authorization or permit of, or filing with or notification to, Consent of any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) compliance with any applicable requirements, if any, requirements of the pre-Exchange Act, (ii) the filing of articles of merger notification requirements pursuant to the WBCL, (iii) compliance with the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, (iv) such filings and approvals as may be required by any applicable state securities, ") and the rules and regulations thereunderblue sky" or takeover Laws, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where (v) other Consents or filings the failure of which to obtain such consentsor make, approvalsindividually and in the aggregate, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectEffect on Parent or materially adversely affect the ability of Parent or the Purchaser to consummate the transactions contemplated by this Agreement or the Stock Option Agreement.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement or the Acquiror Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of Acquiror or articles of incorporation or bylaws Acquiror Sub, (ii) any Contract or Permit to which Acquiror or Acquiror Sub is a party, (iii) any Order of any Governmental Body applicable to Acquiror or Acquiror Sub are bound or (iv) any applicable Law other than, in the cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, termination or cancellations that would not have a material adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of Acquiror or Acquiror Sub in connection with the execution and delivery of this Agreement Agreement, the compliance by Company do notAcquiror or Acquiror Sub with any of the provisions hereto, and or the performance consummation of this Agreement by Company shall notthe transactions contemplated hereby, except for (i) conflict compliance with or violate the Company Charter Documents, applicable requirements of the HSR Act and (ii) subject to compliance with the requirements set forth in Section 2.5(b) belowsuch other consents, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consentswaivers, approvals, Orders, Permits or authorizations or permits, or the failure of which to make such filings or notifications obtain would not otherwise have a Material Adverse Effectmaterial adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by Company Ultimate Parent do not, and the performance consummation of this Agreement by Company shall notthe Merger and the other transactions contemplated hereby will not (with or without notice or lapse of time, or both) (i) conflict with assuming receipt of the Ultimate Parent Requisite Vote, breach or violate the Company Charter DocumentsUltimate Parent Articles of Incorporation or the Ultimate Parent Bylaws or any comparable governing documents of any subsidiary of Ultimate Parent, (ii) subject to compliance with the requirements assuming that all Consents and Filings set forth in on Section 2.5(b5.5(b) below, to the Knowledge of the CompanyParent Disclosure Schedule have been made, any waiting periods thereunder have terminated or expired, and the Ultimate Parent Requisite Vote has been received, conflict with or violate any lawLaw, rule, regulation, order, judgment or decree applicable to Company Ultimate Parent or any of its subsidiaries or by which its any of them or any of their respective properties is are bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse result in the loss of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien (except a Permitted Lien) on any of the properties or assets of Company Ultimate Parent or any subsidiary of Ultimate Parent pursuant to, any material noteContract or License to which Ultimate Parent or any subsidiary of Ultimate Parent is a party, bondexcept, mortgagein the case of clauses (ii) and (iii), indenturefor any such conflict, contractviolation, agreementbreach, leasedefault, licenseloss, permit, franchise right or other instrument or obligation to occurrence which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Ultimate Parent or which would not reasonably be expected to prevent, materially delay or materially impede the Companyconsummation by Ultimate Parent of the transactions contemplated hereby. (b) The execution No Licenses, Consents of, or Filings with, any Governmental Entity or third party is required (with or without notice or lapse of time, or both) for or in connection with the execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization Ultimate Parent or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, the consummation by Ultimate Parent of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976transactions contemplated hereby, as amended (the "HSR Act") other than Consents and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required Filings that have been obtained or made by the Corporate Code and except where Ultimate Parent or the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications does not have and would not otherwise have reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Ultimate Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement by Company shall will not, (i) conflict with or violate the Company Charter Documentscertificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 2.5(b4.4(b) below, to the Knowledge of the Company, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Company Merger Sub or by which its or any of their respective its properties or assets is bound or affected, or (iii) except as set forth in Schedule 5.5, result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance any Encumbrance on any of the properties or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Merger Sub is a party or by which Company Merger Sub or any of its properties are or assets is bound or affected, except except, in the case of clauses (ii) and (iii) above, for any case for such conflicts, violations, breaches, defaults or other alterations or occurrences that could would not reasonably be expected to have a Material Adverse Effect on prevent or delay consummation of the CompanyMerger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect. (b) The execution and delivery of this Agreement by Company do Merger Sub does not, and the performance of this Agreement by Company shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for (A) applicable requirements, if any, of the pre-merger notification requirements Exchange Act, Securities Act, state takeover laws, the National Association of Securities Dealers, Inc. (the "NASD"), the HSR Approval"Act and the FDA, (B) applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976consents, as amended (the "HSR Act") and the rules and regulations thereunderapprovals, authorizations or permits described in Schedule 5.5, and the (C) filing and recordation of the Merger Documents appropriate merger documents as required by the Corporate Code Delaware Law, and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise have a Material Adverse Effectprevent or delay consummation of the Merger in any material respect.

No Conflict; Required Filings and Consents. (a) The execution Neither the execution, delivery nor performance by Parent and delivery Merger Sub of this Agreement by Company do notor the other Transaction Agreements to which each of them is a party, and nor (assuming approval of the performance Parent Stockholder Matters is obtained) the consummation of this Agreement by Company shall not, the Transactions shall: (i) conflict with or violate the Company their respective Charter Documents, ; (ii) subject assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to compliance with the requirements set forth in Section 2.5(b5.5(b) below, to the Knowledge of the Companyare duly and timely obtained or made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, Applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's their respective rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien (other than any Permitted Lien) on any of the properties or assets of Company Parent or any of its Subsidiaries pursuant to, any material noteParent Material Contracts, bondexcept, mortgagewith respect to clause (iii), indentureas would not, contractindividually or in the aggregate, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery by each of Parent and Merger Sub of this Agreement by Company do and the other Transaction Agreements to which it is a party, does not, and the performance of this Agreement by Company shall its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except except: (i) for the filing of the Certificate of Merger in accordance with the DGCL; (ii) for applicable requirements, if any, of the pre-merger notification requirements (Securities Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Exchange Act, as amended (the "HSR Act") blue sky laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Parent is qualified to do business; (iii) for the filing of any notifications required under the HSR Act and recordation the expiration of the Merger Documents as required by the Corporate Code waiting period thereunder; and except (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or prevent the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company the Parent and Merger Sub do not, and the performance of this Agreement by Company shall the Parent and Merger Sub and the consummation of the Transactions by the Parent and the Merger Sub will not, : (i) conflict with or violate the Company Charter Documents, Parent’s certificate of incorporation or bylaws or Merger Sub’s Articles of Association; (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree Legal Requirement applicable to Company the Parent or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's the Parent’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any of the properties or assets of Company the Parent or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company the Parent or any of its Subsidiaries is a party or by which Company the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause (ii) and (iii), any case for such conflicts, violations, breachesdefaults, defaults alterations, rights, losses or other occurrences Liens that could individually or in the aggregate would not reasonably be expected to have (x) be material to the Parent and its Subsidiaries taken as a Material Adverse Effect on whole, (y) impair in any material respect the Companyability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions. (b) The execution and delivery of this Agreement by Company the Parent and Merger Sub do not, and the performance of this Agreement by Company shall the Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing Approval with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign respect to the Parent and Merger Sub except: (a "Governmental Entity"), except for i) for: (A) compliance with applicable requirements, if any, requirements of the pre-Securities Act, the Exchange Act and Blue Sky Laws; (B) compliance with the pre merger notification requirements of non-United States Governmental Entities; (the "HSR Approval"C) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and compliance with the rules and regulations thereunder, of Nasdaq; and (D) obtaining the filing Court Approval; and recordation of the Merger Documents as required by the Corporate Code and except (ii) where the failure to obtain such consents, approvals, authorizations or permitsApprovals, or to make such filings or notifications notifications, individually or in the aggregate with similar failures would not otherwise have reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a Material Adverse Effectwhole, (y) impair in any material respect the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The exhibit index to Parent's most recently filed Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed since such Annual Report on Form 10-K, as supplemented by SCHEDULE 5.04(a), include each agreement, contract or other instrument (including all amendments thereto) to which Parent or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement, and which would be required pursuant to the Exchange Act and the rules and regulations thereunder to be filed as an exhibit to an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Parent has made available to the Company on or prior to the date hereof true, correct and complete copies in all material respects of each such agreement, contract, instrument and amendment. (b) Except as disclosed in SCHEDULE 5.04(b), (i) neither Parent nor any of its Subsidiaries has breached, is in default under, or has received written notice of any breach of or default under, any of the agreements, contracts or other instruments referred to in SECTION 5.04(a), (ii) to the best knowledge of Parent, no other party to any of the agreements, contracts or other instrument referred to in SECTION 5.04(a) has breached or is in default of any of its obligations thereunder, and (iii) each of the agreements, contracts and other instruments referred to in SECTION 5.04(a) is in full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that do not constitute a Material Adverse Effect. (c) Except as set forth in SCHEDULE 5.04(c), the execution and delivery of this Agreement by Company do Parent and Acquisition Sub does not, and the performance of this Agreement by Company shall Parent and Acquisition Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the Company Charter DocumentsArticles of Incorporation or By-Laws of Parent or the organizational documents of any of its Subsidiaries, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate in any law, rule, regulation, order, judgment or decree material respect any Laws applicable to Company Parent or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair CompanyParent's or any of its Subsidiaries' rights or materially alter the rights or obligations of any third party under, or give to others any material rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance material Lien on any of the properties or assets of Company Parent or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or any of its Subsidiaries is a party or by which Company Parent or any of its Subsidiaries or its or any of their respective properties are is bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (bd) The execution and delivery of this Agreement by Company do Parent and Acquisition Sub does not, and the performance of this Agreement by Company shall Parent and Acquisition Sub will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, domestic or foreign governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), authority except for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") , the premerger notification requirements of the European Community and the rules and regulations thereunder, other requirements of foreign jurisdictions and the filing and recordation of the Certificate of Merger Documents or other documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectGCL.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any provision of the Company Charter Documentsarticles of incorporation or bylaws of Parent or any equivalent organizational documents of any Parent Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or any other Parent Subsidiary or by which its any property or asset of Parent or any of their respective properties Parent Subsidiary is bound or affected, affected or (iii) result in any material breach 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the properties Parent or assets of Company any Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Companyobligation. (b) The Except as may arise solely from the nature of Company's business, the execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by Parent with or notification by Parent to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for pursuant to applicable requirements, if any, requirements of the pre-merger notification requirements (Exchange Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Securities Act, as amended (the "HSR Act") and Blue Sky Laws, the rules and regulations thereunderof the NNM, state takeover laws, the premerger notification requirements of the HSR Act, if any, and the filing and recordation of the Certificate of Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectDGCL.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Parent and Acquisition Sub does not, and the performance of this Agreement by Company shall Parent and Acquisition Sub will not, (i) conflict with or violate the Company Charter DocumentsParent Certificate of Incorporation or the Parent By-laws or the Acquisition Sub Certificate of Incorporation or the Acquisition Sub By-laws, (ii) subject to compliance with assuming the requirements set forth consents, approvals, authorizations, waivers or permits specified in Section 2.5(b5.5(b) below, have been received and the waiting periods referred to the Knowledge of the Companytherein have expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Acquisition Sub or by which its any property or any asset of their respective properties Parent or Acquisition 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any property or asset of the properties Parent or assets of Company Acquisition Sub pursuant to, any material note, bond, mortgage, indenture, contract, indenture or credit agreement, leaseexcept, licensewith respect to clauses (ii) and (iii), permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could not of the type referred to above which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on and would not prevent or materially delay the Companyconsummation of the Merger. (b) The execution and delivery of this Agreement by Company Parent and Acquisition Sub do not, and the performance of this Agreement by Company shall Parent and Acquisition Sub will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, requirements of the pre-merger notification requirements (Exchange Act, the "Securities Act, Blue Sky Laws, the HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents appropriate merger documents as required by the Corporate Code DGCL and the rules of the NYSE, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not otherwise have a Material Adverse Effectprevent or materially delay the consummation of the Merger. (c) Parent and Acquisition Sub represent that (i) they do not currently own, and will not own from the date hereof to and including the record date for determination of stockholders entitled to notice to vote upon the Merger, ten (10%) percent or more of the Common Stock and (ii) neither Parent nor Acquisition Sub nor any "associate" (as defined in Section 203 of the DGCL) of either of them is an "interested stockholder" (as defined in Section 203 of the DGCL) of the Company (except as arising under the Voting Agreement (which the Company has represented herein that it has been approved prior to execution by the Company's Board of Directors in accordance with Section 203(a)(1) of the DGCL)).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company the CCI Parties do not, and the performance of this Agreement by Company shall and its obligations hereunder will not, (i) conflict with or violate any provision of the Company Charter DocumentsCCI Governing Documents or any equivalent organizational or governing documents of any other CCI Subsidiary, or (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company the CCI Parties or by which its any property or asset of the CCI Parties is bound, except, as to clause (ii) above, for any of their respective properties is bound such conflicts or affectedviolations, which, individually or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toaggregate, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could would not reasonably be expected to have a CCI Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company each of the CCI Parties do not, and the performance of this Agreement by Company shall each of the CCI Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority by the CCI Parties, except for applicable requirements, if any, (i) the filing with the SEC of the pre-merger notification requirements Form S-4 and such other reports under or compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the "HSR Approval") filing of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Articles of 1976, as amended (the "HSR Act") and the rules and regulations thereunderMerger with, and the filing and recordation acceptance for record of the Articles of Merger Documents by, the SDAT pursuant to the MGCL and the MLLCA, (iii) the filing of the Certificate of Merger with, and the acceptance for record of the Certificate of Merger by, the Delaware Secretary pursuant to the DRULPA, (iv) such filings and approvals as may be required by the Corporate Code any applicable state securities or “blue sky” Laws and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, would not otherwise reasonably be expected to have a CCI Material Adverse Effect. No vote of CCI’s equity or debt holders is necessary to adopt this Agreement or to approve the Mergers or any of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub and the Stock Option Agreement by Parent do not, and the performance of this Agreement by Company Parent and Merger Sub and the Stock Option Agreement by Parent shall not, (i) conflict with or violate the Company Charter DocumentsCertificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any of its subsidiaries, (ii) subject to compliance with the requirements set forth in Section 2.5(b3.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or any of its subsidiaries or by which its it or any of their respective properties is are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair CompanyParent's or any such subsidiary'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 of the properties or assets of Company Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or any of its subsidiaries is a party or by which Company Parent or any of its subsidiaries or its or any of their respective properties are bound or affected, except in any case for to the extent such conflictsconflict, violationsviolation, breachesbreach, defaults default, impairment or other occurrences that effect could not in the case of clauses (ii) or (iii) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyParent. (b) The execution and delivery of this Agreement by Company Parent and Merger Sub and the Stock Option Agreement by Parent do not, and the performance of this Agreement by Company Parent and Merger Sub shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign Governmental Entity except (a "Governmental Entity"), except i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and of 1976, as amended (the "HSR Act") foreign governmental entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing and recordation of the Certificate of Merger Documents as required by the Corporate Code Delaware Law and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, (x) would not prevent consummation of the Merger or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement or (y) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Buyer and Acquisition Sub does not, and the performance of this Agreement by Company shall Buyer and Acquisition Sub will not, (i) conflict with or violate the Company Charter Documentscertificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) subject to compliance with assuming the requirements set forth consents, approvals and authorizations specified in Section 2.5(b5.3(b) belowhave been received and the waiting periods referred to therein have expired, and any condition precedent to the Knowledge of the Companysuch consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Buyer or Acquisition Sub or by which its any property or any asset of their respective properties Buyer or Acquisition Sub 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 would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any property or asset of the properties Buyer or assets of Company Acquisition Sub pursuant to, any material note, bond, mortgage, indentureindenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Buyer or Acquisition Sub is a party or by which Company Buyer or its properties are Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, except other than, in the case of clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could of the type referred to above which would not reasonably be expected to have a Material Adverse Effect on prevent or materially delay the Companyconsummation of the transactions contemplated hereby. (b) The execution and delivery of this Agreement by Company do Buyer and Acquisition Sub does not, and the performance consummation by Buyer and Acquisition Sub of the Merger and the other transactions contemplated by this Agreement by Company shall Agreement, will not, require any consent, approval, authorization authorization, order, registration, waiver or permit of, or filing or declaration with or notification to, any courtGovernmental Authority, administrative agency, commission, governmental or regulatory authority, domestic or foreign (including the filing of a "Governmental Entity")pre-merger notification report under the HSR Act, except for applicable requirements, if any, requirements of the pre-merger notification requirements (Exchange Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunderLaws, and the filing and recordation of the Merger Documents appropriate merger documents as required by Delaware Law and the Corporate Code rules of the NYSE, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise have a Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company each of Parent and Merger Co do not, and the performance of this Agreement by Company shall each of Parent and Merger Co and the consummation by each of Parent and Merger Co of the Merger will not, (i) conflict with or violate the Company respective Charter DocumentsDocuments of Parent or Merger Co, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b4.04(b) below, to the Knowledge of the Companyhave been obtained and all filings and obligations described in Section 4.04(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company either Parent or Merger Co or by which its any property or any asset of their respective properties either of them is 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 both, would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any property or asset of the properties either Parent or assets of Company Merger Co pursuant to, to any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company either Parent or Merger Co is a party or by which Company either Parent or its Merger Co or any of their respective properties are or assets is bound or affected, except in except, with respect to clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on which would not, individually or in the Companyaggregate, prevent or delay beyond the Expiration Date consummation of the Merger or otherwise prevent or delay beyond the Expiration Date either Parent or Merger Co from performing its material obligations under this Agreement. (b) The execution and delivery of this Agreement by Company each of Parent and Merger Co do not, and the performance of this Agreement by Company shall each of Parent and Merger Co and the consummation by each of Parent and Merger Co of the Merger will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for applicable requirementsthose consents, if anyapprovals, of the pre-merger notification requirements authorizations, or permits or such filings or notifications referred to in Section 3.05(b)(i) through (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereundervi), and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such other consents, approvals, authorizations or permits, permits or to make such filings or notifications notifications, the failure of which to obtain or make would not not, individually or in the aggregate, prevent or delay beyond the Expiration Date the consummation of the Merger or otherwise have a Material Adverse Effectprevent or delay beyond the Expiration Date either Parent or Merger Co from performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as a result of the Bankruptcy Cases and subject to the Bidding Procedures Order and Sale Order having been entered and still being in effect and except as set forth in Section 5.2(a) of the Disclosure Schedule, the execution and delivery by the Sellers of this Agreement or the Ancillary Documents, the consummation of the Transactions, or compliance by the Sellers with any of the provisions hereof or thereof will not: (i) result in a violation or breach of (with or without due notice or lapse of time or both), give rise to any right of termination, cancellation, modification or acceleration under, or require the consent of, or require notice be given to, any third party to any Purchased Permit or Purchased Contract; (ii) conflict with or violate the certificate of formation and operating agreement or comparable organizational documents of the Sellers; (iii) result in the imposition or creation of any Lien (other than Permitted Liens) on the Purchased Assets; (iv) result in a violation or breach of any Order applicable to the Sellers or any of the Purchased Assets; or (v) result in a violation or breach of any applicable Law. (b) Other than in connection with the commencement of the Bankruptcy Cases, and subject to the Bidding Procedures Order and Sale Order having been entered and still being in effect, no consent, waiver, approval, Order, or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Sellers in connection with the execution and delivery of this Agreement by Company do not, and or the performance of this Agreement by Company shall not, (i) conflict with or violate the Company Charter Ancillary Documents, (ii) subject to the compliance by the Sellers with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties provisions hereof or assets thereof, the consummation of Company pursuant to, the Transactions or the taking by the Sellers of any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")action contemplated hereby, except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain any such consents, waiver, approvals, authorizations or permitsOrders, or to make such authorizations, declarations, filings or notifications which would not otherwise have a Material Adverse Effectnot, individually or in the aggregate, be material to the Business.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do each of Intermezzo and Paragon does not, and the performance of this Agreement by Company such Persons shall not, (i) conflict with or violate the Company Charter Documentsany of their respective charters or other organizational documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any lawLegal Requirements, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company's ’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 of the properties or assets of Company pursuant tothe Company, or (iv) result in the triggering, acceleration or increase of any material notepayment to any Person, bondincluding any “change in control” or similar provision, mortgageexcept, indenturewith respect to clauses (ii), contract(iii) or (iv), agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in for any case for such conflicts, violations, breaches, defaults defaults, triggers, accelerations, increases or other occurrences that could not reasonably be expected to would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyCompany or its rights under the FireFly Agreement. (b) The execution execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, each of Intermezzo and Paragon does not require any consent, approval, authorization or permit of, or filing with or notification to, any courtGovernmental Entity or other third party (including, administrative agencywithout limitation, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")lenders and lessors, except (i) for applicable requirements, if any, of the pre-merger notification requirements Securities Act of 1933, amended (the "HSR Approval") of “Securities Act”), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR “Exchange Act"”) or applicable securities laws of any foreign country, and the rules and regulations thereunder, and appropriate documents received from or filed with the filing relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) [SHARE REGISTRY IN [SWITZERLAND]?], and recordation of the Merger Documents as required by the Corporate Code and except (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company or prevent consummation of the transactions contemplated hereby or otherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by Company do not, and the or performance of this Agreement by Company shall notNXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub or the consummation by NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of the Company Charter Documentsdeclaration of trust or bylaws of NXDT, NXDT Intermediary LLC Agreement, NXDT OP LP Agreement or NXDT Merger Sub LLC Agreement, as applicable or (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 2.5(b5.4(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.4(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company NXDT, NXDT Intermediary, NXDT OP or by which its NXDT Merger Sub, or any of their respective properties is bound or affectedassets, except, with respect to clause (ii) as would not, individually or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toaggregate, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a NXDT Material Adverse Effect on the CompanyEffect. (b) The execution and None of the execution, delivery of this Agreement by Company do not, and the or performance of this Agreement by Company shall notNXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub or the consummation by NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any courtGovernmental Entity by NXDT, administrative agencyNXDT Intermediary, commissionNXDT OP or NXDT Merger Sub, governmental or regulatory authority, domestic or foreign other than (a "Governmental Entity"), except for applicable requirements, if any, i) the filing of the pre-merger notification requirements Company Merger Certificate with the DSOS, (ii) the "HSR Approval") filing of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Intermediary Merger Certificate with the DSOS, (iii) the filing of 1976the Holdings Merger Certificate with the DSOS, as amended (iv) the "HSR Act"filing of the Operating Partnership Merger Certificate with the DSOS, (v) and the rules and regulations thereundercompliance with, and such filings as may be required under, Environmental Laws, (vi) compliance with the applicable requirements of the Exchange Act, (vii) compliance with any applicable federal or state securities or “blue sky” Laws, (viii) such consents, approvals, authorizations, permits, filings, registrations or notifications as may be required as a result of the identity of NXDT or any of its affiliates, (ix) such filings as may be required in connection with the payment of any transfer and gain Taxes, (x) the filing and recordation of such documents as may be required to be filed with any Government Entity to accomplish the registration of the NXDT Common Shares constituting the Merger Documents as required by Consideration under the Corporate Code Securities Act, and except (xi) where the failure to obtain such consents, approvals, authorizations or permitspermits of, or to make such filings filings, registrations with or notifications to, any Governmental Entity would not otherwise not, individually or in the aggregate, reasonably be expected to have a NXDT Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Beacon does not, and the performance of this Agreement by Company Beacon shall not, (i) conflict with or violate the Company Beacon's Charter Documents, (ii) subject to compliance with obtaining the requirements set forth in Section 2.5(b) below, to adoption of this Agreement and the Knowledge Transactions by the stockholders of the CompanyBeacon, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affectedLegal Requirements (as defined below), or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair CompanyBeacon'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 of the properties or assets of Company Beacon pursuant to, any material noteContracts, bondexcept, mortgagewith respect to clauses (ii) or (iii), indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to would not, individually and in the aggregate, have a Material Adverse Effect on the CompanyBeacon. (b) The execution and delivery of this Agreement by Company do Beacon does not, and the performance of this Agreement by Company shall its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the pre-merger notification requirements Securities Act, the Exchange Act, state securities laws (the "HSR ApprovalBlue Sky Laws") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976), as amended (the "HSR Act") and the rules and regulations thereunder, and appropriate documents with the filing relevant authorities of other jurisdictions in which Beacon is qualified to do business, and recordation of the Merger Documents as required by the Corporate Code and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Beacon or, after the Initial Closing, the Company, or prevent consummation of the Transactions or otherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do GHS does not, and the performance of this Agreement by Company shall not, GHS and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the Company Charter DocumentsCertificate of Incorporation or By-Laws, or the equivalent organizational documents, in each case as amended or restated, of GHS or any of GHS's subsidiaries, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment Laws or decree GHS Permits (as hereafter defined) applicable to Company GHS or any of GHS's subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company GHS or any of GHS's subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, order, decree, franchise or other instrument or obligation to which Company GHS, or any of GHS's subsidiaries is a party or by which Company GHS or its any of GHS's subsidiaries or any of their respective properties are is bound or affectedsubject to, except for any such conflicts or violations described in any case for such conflicts, violations, clause (ii) or breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences cancellation or liens or encumbrances described in clause (iii) that could would not reasonably be expected to have a an GHS Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company GHS and the consummation by GHS of the transactions contemplated hereby do not, and the performance of this Agreement by Company shall not, GHS will not require GHS to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any courtGovernmental Entities, administrative agencyexcept, commissionwith respect to the USN Spin-off contemplated by Section 7.3(c) and the change in the members of the Board of Directors pursuant to Section 3.3, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 19761933, as amended (the "HSR Securities Act") and ), the rules and regulations thereunderSecurities Exchange Act of 1934, and as amended (the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents"Exchange Act"), approvals, authorizations state securities or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effectblue sky laws ("Blue Sky Laws").

No Conflict; Required Filings and Consents. (a) The execution Neither the execution, delivery nor performance by Parent and delivery Merger Sub of this Agreement by Company do notor the other Transaction Documents to which each of them is a party, and nor (assuming approval of the performance Parent Stockholder Matters is obtained) the consummation of this Agreement by Company the Transactions shall not, (i) conflict with or violate the Company Charter their respective Organizational Documents, ; (ii) subject assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to compliance with the requirements set forth in Section 2.5(b4.5(b) below, to the Knowledge of the Companyare duly and timely obtained or made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's their respective rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien (other than any Permitted Lien) on any of the properties or assets of Company Parent or any of its Subsidiaries pursuant to, any material noteParent Material Contracts, bondexcept, mortgagewith respect to clause (iii), indentureas would not, contractindividually or in the aggregate, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery by each of Parent and Merger Sub of this Agreement by Company do and the other Transaction Documents to which it is a party, does not, and the performance of this Agreement by Company shall its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for the filing of the Certificate of Merger in accordance with the DGCL; (ii) for applicable requirements, if any, of the pre-merger notification requirements (Securities Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Exchange Act, as amended (the "HSR Act") blue sky laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Parent is qualified to do business; (iii) for the filing of any notifications required under the HSR Act and recordation the expiration of the Merger Documents as required by waiting period thereunder; (iv) for the Corporate Code filing of the Investment Canada Act Notification; and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or prevent the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and nor the performance consummation by the Company of the transactions contemplated by this Agreement by Company shall not, will (i) conflict with or violate any provision of the Company Charter Documents, Certificate of Incorporation or the Company Bylaws or (ii) subject to compliance with assuming the requirements accuracy of the representations and warranties set forth in the second sentence of Section 2.5(b5.8 and that the Consents, registrations, declarations, filings and notices referred to in Section 4.4(b) belowhave been obtained or made, any applicable waiting periods referred to the Knowledge of the Companytherein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to the Company or any of its Subsidiaries or by which its any property or asset of the Company or any of their respective properties its Subsidiaries is bound or affected, affected or (iii) except with respect to the Existing Credit Agreement and the Existing Notes, result in any breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair Company's rights or alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result any Company Material Contract (other than any Company Benefit Plan) , other than, in the creation case of clauses (ii) and (iii) any such conflict, violation, breach, default, termination, acceleration or cancellation that would not have a lien or encumbrance on any of the properties or assets of Company pursuant toMaterial Adverse Effect. (b) No consent, any material noteapproval, bond, mortgage, indenture, contract, agreement, leaseclearance, license, permit, franchise order or other instrument authorization (each of the foregoing, a “Consent”) of, or obligation registration, declaration or filing with, or notice to, any Governmental Authority is required to which Company is a party be obtained or made by which or with respect to the Company or any of its properties are bound or affectedSubsidiaries under applicable Law in connection with the execution, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution delivery and delivery of this Agreement by Company do not, and the performance of this Agreement or the consummation of the transactions contemplated by Company shall notthis Agreement, require any consent, approval, authorization other than (i) the applicable reporting or permit of, or other requirements of and filings with the SEC under the Exchange Act (including the filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"of the Proxy Statement), except for applicable requirements, if any, (ii) the filing of the pre-merger notification requirements (Certificate of Merger with the "HSR Approval") Secretary of State in accordance with the DGCL and appropriate documents with the relevant authorities of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act other jurisdictions in which the Company or any of 1976its Subsidiaries is qualified to do business, (iii) the applicable requirements under corporation or Blue Sky Laws of various states, (iv) such filings as amended may be required in connection with the Taxes described in Section 8.6, (v) filings with the "HSR Act"New York Stock Exchange, (vi) and the rules and regulations thereunder, and the filing and recordation such other items required solely by reason of the Merger Documents as required participation of Parent or Acquisition Sub or any of their Affiliates in the transactions contemplated by the Corporate Code this Agreement, (vii) compliance with and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications under the HSR Act and any other applicable U.S. or foreign competition, antitrust or merger control Laws (together with the HSR Act, “Antitrust Laws”), (viii) compliance with and filings or notifications under any applicable Foreign Investment Laws, and (ix) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not otherwise have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and nor the performance consummation by the Company of this Agreement by Company shall not, the transactions contemplated hereby will (i) conflict with or violate any provision of the Company Charter Documentsor Company Bylaws, (ii) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 2.5(b4.4(b) belowhave been obtained or made, any applicable waiting periods referred to the Knowledge of the Companytherein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to the Company or any of its Subsidiaries or by which its any property or asset of the Company or any of their respective properties its Subsidiaries is bound or affected, or (iii) result in any breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair Company's rights or alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendmentacceleration, acceleration loss of rights or cancellation of, any (A) Real Property Lease or (B) Company Material Contract or (iv) result in the creation or imposition of a lien or encumbrance on any Lien (other than any Permitted Lien) upon any of the properties or assets of the Company pursuant toor any of its Subsidiaries, other than, in the case of clauses (ii), (iii) and (iv) any material notesuch conflict, bondviolation, mortgagebreach, indenturedefault, contracttermination, agreementacceleration or cancellation that would not have a Company Material Adverse Effect. (b) No consent, leaseapproval, license, permit, franchise Order or other instrument authorization (a “Consent”) of, or obligation registration, declaration or filing with, or notice to, any Governmental Authority is required to which Company is a party be obtained or made by which or with respect to the Company or any of its properties are bound or affectedSubsidiaries in connection with the execution, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall notor the consummation of the transactions contemplated hereby, require any consent, approval, authorization or permit of, or other than (i) the filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, the SEC of the pre-merger notification Proxy Statement in preliminary and definitive forms and the applicable requirements of and filings with the SEC under the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary and appropriate documents with the relevant authorities of the other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (iii) applicable requirements under corporation or Blue Sky Laws of various states, (iv) such filings as may be required in connection with the Taxes described in Section 8.6, (v) filings with The New York Stock Exchange (the "HSR Approval"“NYSE”) or Nasdaq Stockholm, (vi) such other items required solely by reason of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation identity of the Acquiring Parties or Merger Documents as required by Sub and their participation in the Corporate Code transactions contemplated hereby, (vii) compliance with and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications under the HSR Act or other Antitrust Laws and Investment Screening Laws and (viii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not otherwise have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company the Parent and Merger Sub do not, and the performance of this Agreement by Company shall the Parent and Merger Sub will not, : (i) conflict with or violate the Company Charter Documents, Parent's certificate of incorporation or bylaws or Merger Sub's Articles of Association; (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree Legal Requirement applicable to Company the Parent or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Companythe Parent's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any of the properties or assets of Company the Parent or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company the Parent or any of its Subsidiaries is a party or by which Company the Parent or any of its Subsidiaries or any of their respective properties are bound or affected, except in the case of clause (ii) or (iii), any case for such conflicts, violations, breachesdefaults, defaults impairments, rights, losses or other occurrences that could Liens that, individually or in the aggregate with similar conflicts, violations, defaults, impairments, rights, losses or Liens, would not reasonably be expected to have (x) be material to the Parent and its Subsidiaries taken as a Material Adverse Effect on whole, (y) impair in any material respect the Companyability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions. (b) The execution and delivery of this Agreement by Company the Parent and Merger Sub do not, and the performance of this Agreement by Company shall the Parent and Merger Sub will not, require any consentApproval for or by the Parent and Merger Sub except: (i) for: (A) compliance with applicable requirements of the Securities Act, approval, authorization or permit of, or filing the Exchange Act and Blue Sky Laws; (B) compliance with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Laws; and (the "HSR Act"C) and compliance with the rules and regulations thereunder, of Nasdaq; and the filing and recordation of the Merger Documents as required by the Corporate Code and except (ii) where the failure to obtain such consents, approvals, authorizations or permitsApprovals, or to make such filings or notifications notifications, individually or in the aggregate with similar consents, Approvals, filings or notifications, would not otherwise have reasonably be expected to (x) be material to the Parent and its Subsidiaries taken as a Material Adverse Effectwhole, (y) impair the ability of the Parent or Merger Sub to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, except as set forth in Section 5.05 of the Parent Disclosure Schedule, (i) conflict with or violate any provision of the Company Charter Documentsarticles of incorporation or bylaws of Parent or any equivalent organizational documents of any Parent Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or any other Parent Subsidiary or by which its any material property or material asset of Parent or any of their respective properties Parent Subsidiary is bound or affected, affected or (iii) result in any material breach 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the properties Parent or assets of Company any Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Parent Material Contract (as defined below) or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the CompanyParent Permit (as defined below). (b) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, require any material consent, approval, authorization or permit of, or filing by Parent with or notification by Parent to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, as set forth in Section 5.05 of the pre-merger notification Parent Disclosure Schedule or pursuant to applicable requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Exchange Act, as amended (the "HSR Securities Act") and , Blue Sky Laws, the rules and regulations thereunderof the AMEX, state takeover laws, the premerger notification requirements of the HSR Act, if any, and the filing and recordation of the Certificate of Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectFBCA.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall Parent and Merger Sub do not and will not, : (iA) conflict with or violate the Company Charter DocumentsCertificate of Incorporation or By- Laws of Parent or the Articles of Incorporation or By-Laws of Merger Sub; (B) assuming that all consents, approvals and authorizations contemplated by subsection (ii) subject to compliance with the requirements set forth below have been obtained and all filings described in Section 2.5(b) below, to the Knowledge of the Companysuch subsection have been made, conflict with or violate any law, rule, regulation, order, order judgment or decree applicable to Company Parent or Merger Sub or by which its either of them or any of their respective properties is are bound or affected, ; or (iiiC) result in any breach 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) under, or materially impair Company's rights or alter result in the rights or obligations loss of any third party 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 properties property or assets of Company Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or Merger Sub is a party or by which Company Parent or its Merger Sub or any of their respective properties are bound or affected, except except, in the case of clauses (B) and (C), for any case for such conflicts, violations, breaches, defaults or other occurrences that which could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect on the CompanyParent. (bii) The execution execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, Parent and Merger Sub and the consummation of the transactions contemplated hereby by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any courtfederal, administrative agency, commission, governmental state or regulatory authority, domestic or foreign (a "local Governmental Entity"), except for applicable requirements, if any, for: (A) the filings with the SEC of the pre-merger notification requirements Form S-4 and the obtaining from the SEC of such orders as may be required in connection therewith; (B) filings with the National Association of Securities Dealers Inc. ("HSR ApprovalNASD") of on which the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Parent Common Shares are currently eligible for trading; (the "HSR Act"C) and the rules and regulations thereunder, and the filing and recordation of the Merger Documents Agreement as required by the Corporate Code CGCL; and except where the failure to obtain such consents(D) applicable filings under state anti-takeover laws and state Blue-Sky Laws, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effectif any.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent, MergerCo and Merger Partnership do not, and the performance of this Agreement by Company shall Parent, MergerCo and Merger Partnership’s obligations hereunder will not, (i) conflict with or violate the Company Charter Documentscertificate of formation of Parent, the declaration of trust or bylaws of MergerCo, or the partnership agreement or the certificate of limited partnership of Merger Partnership, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 2.5(bsubsection (b) below, to the Knowledge of the Companyhave been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent, MergerCo or Merger Partnership, or by which its or any of their respective its properties or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any of the its properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company it is a party or by which Company it or any of its properties are bound or affectedassets is bound, except in except, with respect to clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company Parent, Merger Partnership or MergerCo do not, and the performance of this Agreement by Company shall Parent, MergerCo or Merger Partnership’s obligations hereunder and thereunder will not, require any consent, approval, order, authorization or permit of, or filing with with, or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state takeover Laws, (B) the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act", (C) the filing with the SEC of the Proxy Statement, and (D) the rules and regulations thereunderexecution, filing with, and the filing and recordation acceptance for record by the SDAT of the Articles of Merger Documents as required by the Corporate Code MRL, and except the acceptance for record thereof by the SDAT, (E) the filing of the Partnership Merger Certificate with, and the acceptance for record thereof by, the DSOS, (F) such filings as may be required in connection with the payment of any transfer and gain taxes, and (G) filings required by federal, state or local Environmental Laws, or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise (A) prevent or materially delay consummation of the Mergers and the other transactions contemplated hereby or (B) reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do each of Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by Company shall each of Parent and Merger Sub will not, (i) conflict with or violate the Company Charter Documentsany provision of (A) Parent’s charter or bylaws, Merger Sub’s certificate of incorporation or bylaws or (B) any equivalent organizational or governing documents of any other Parent Subsidiary, or (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b6.3(b) belowhave been obtained, to the Knowledge of the Companyall filings and notifications described in Section 6.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent, Merger Sub or any other Parent Subsidiary or by which its any property or asset of Parent, Merger Sub or any of their respective properties other Parent Subsidiary is bound bound, except, as to clauses (i)(B) and (ii), respectively, for any such conflicts or affectedviolations which, individually or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toaggregate, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could have not had and would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company do each of Parent and Merger Sub does not, and the performance of this Agreement by Company shall each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for applicable requirements(i) the filing with the SEC of (A) the Offer Documents, if anyand (B) such reports under, of and other compliance with, the pre-merger notification requirements Exchange Act and the Securities Act as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (the "HSR Approval"ii) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and may be required under the rules and regulations thereunderof the NASDAQ Stock Market, (iii) the filing of the Articles of Merger and the acceptance for record by the SDAT of the Articles of Merger pursuant to the MGCL, (iv) the due filing of the Certificate of Merger with the Delaware Secretary, (v) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (vi) such filings as may be required in connection with state and local transfer Taxes, and the filing and recordation of the Merger Documents as required by the Corporate Code and except (vii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, has not had and would not otherwise reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder have terminated or have expired, (ii) the requirements of the Exchange Act and any applicable state securities, "blue sky" or takeover law are met, (iii) the filings required under the competition and foreign investment and other applicable laws, each as set forth on Section 5.3 of the disclosure schedule delivered to the Company by the Parent prior to the date hereof (the "Parent Disclosure Schedule"), and the approvals and consents thereunder have been obtained (or waiting periods thereunder have been terminated or have expired), and (iv) the filing of the certificate of merger and other appropriate merger documents, if any, as required by the GCL, is made, none of the execution and delivery of this Agreement by Company do notParent or the Purchaser, and the performance consummation by Parent or the Purchaser of this Agreement the transactions contemplated hereby or compliance by Company shall not, Parent or the Purchaser with any of the provisions hereof will (i) conflict with or violate the Company Charter Documentsorganizational documents of Parent or the Purchaser, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any lawstatute, ordinance, rule, regulation, order, judgment judgment, decree, permit or decree license applicable to Company Parent or the Purchaser or any of their subsidiaries, or by which its any of them or any of their respective properties is or assets may be bound or affected, or (iii) result in a violation pursuant to any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or the Purchaser or any of their subsidiaries is a party or by which Company Parent or its the Purchaser or any of their subsidiaries or any of their respective properties are or assets may be bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The None of the execution and delivery of this Agreement by Company do not, Parent and the performance Purchaser, the consummation by Parent and the Purchaser of this Agreement the transactions contemplated hereby or compliance by Company shall not, Parent and the Purchaser with any of the provisions hereof will require any consent, approval, authorization or permit of, or filing with or notification to, Consent of any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) compliance with any applicable requirementsrequirements of the Exchange Act and any state securities, "blue sky" or takeover law, (ii) the filing of a certificate of merger pursuant to the GCL, (iii) compliance with the HSR Act, and (iv) such filings, authorizations, orders and approvals, if any, as set forth on Section 5.3 of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Parent Disclosure Schedule, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as are required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effectunder foreign laws.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do notof, and the performance by each of Parent and Merger Sub of its obligations under, this Agreement by Company shall notAgreement, do not and will not (i) conflict with or violate the Company Charter Documentsrespective organizational documents of Parent or Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained and all filings described in Section 2.5(bsubsection (b) below, to the Knowledge of the Companybelow have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or Merger Sub or by which its either of them or any of their respective properties is are bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter result in the rights or obligations loss of any third party a material benefit under, or give rise to others any rights right of termination, amendmentcancellation, material amendment or material acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Parent or Merger Sub is a party or by which Company Parent or its Merger Sub or any of their respective properties are bound or affectedbound, except except, in the case of clauses (ii) and (iii) of this subsection (a), for any case for such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that could not reasonably be expected to occurrence which would not, individually or in the aggregate, have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company do noteach of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its obligations under this Agreement, and the performance consummation by Merger Sub of this Agreement by Company shall not, the Merger and the other transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) applicable requirements, if any, requirements of the pre-merger notification requirements Exchange Act, and state securities, takeover and "blue sky" laws, (ii) the "HSR Approval") filing with and the acceptance for record by the Department of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Articles of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code MGCL and except where appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, and (iii) 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 otherwise not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at Closing by Company Parent and Merger Sub do not, and the performance of this Agreement or the Stock Option Agreement by Company shall Parent and Merger Sub will not, (i) conflict with or violate the Company Restated Articles of Organization, as amended, of Parent (the "Parent Charter"), the Amended and Restated By-Laws of Parent (the "Parent By-Laws"), the Merger Sub Charter Documents, or the Merger Sub By-Laws or (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or Merger Sub by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in the case of (ii) for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement, the Stock Option Agreement or any instrument required hereby to be executed and delivered by Company do Parent and Merger Sub does not, and the performance of this Agreement or the Stock Option Agreement by Company shall Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification noti- fication to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, (i) the filing of the pre-pre- merger notification requirements report under the HSR Act, (ii) the "HSR Approval") filing of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Registration Statement with the SEC in accordance with the Securities Act, as amended (the "HSR Act") and the rules filing of the Proxy Statement/Prospectus with the SEC under the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and regulations thereunderfilings as may be required under applicable federal and state securities laws and the laws of any foreign country, and (iv) the filing and recordation of the Merger Documents appropriate merger or other documents as required by the Corporate Code DGCL and except where the failure to obtain (v) such other consents, approvals, authorizations or permitspermits which, if not obtained or to make such filings or notifications made, would not otherwise be reasonably likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent, AcquisitionCo and Merger Sub do not, and the performance consummation of this Agreement by Company shall the Transactions will not, , (i) conflict with or violate the Company Charter Documentscertificate of incorporation or bylaws of Parent, AcquisitionCo or Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 2.5(bsubsection (b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in subsection (b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent, AcquisitionCo or Merger Sub or by which its any property or asset of any of their respective properties them is bound or affectedbound, or or (iii) require the consent of any person under, result in any breach of or violation of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any property or asset of the properties Parent, AcquisitionCo or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation contract to which Company Parent, AcquisitionCo or Merger Sub is a party or by which Company Parent, AcquisitionCo or its properties are Merger Sub or any property or asset of any of them is bound or affectedexcept, except in with respect to clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could would not be reasonably be expected to have a Material Adverse Effect on be materially adverse to the Companyability of Parent, AcquisitionCo or Merger Sub to perform its obligations under this Agreement or consummate the Transactions. (b) The execution and delivery of this Agreement by Company Parent, AcquisitionCo and Merger Sub do not, and the performance of this Agreement by Company shall Parent, AcquisitionCo and Merger Sub will not, require any consent, approval, authorization or permit Permit of, or filing with or registration with, or notification to, any courtGovernmental Authority, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permitsPermits, or to make such filings filings, registrations or notifications notifications, would not otherwise have a Material Adverse Effectbe reasonably expected to be materially adverse to the ability of Parent, AcquisitionCo or Merger Sub to perform its obligations under this Agreement or consummate the Transactions or for: (i) the filing with the SEC of the Offer Documents and such other filings and reports that may be required in connection with this Agreement and the Transactions under the Exchange Act, (ii) the pre-merger notification requirements of the HSR Act, and (iii) filing and recordation of appropriate merger documents as required by the DGCL.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company the CCI Parties do not, and the performance of this Agreement by Company shall and its obligations hereunder will not, (i) conflict with or violate any provision of (A) the Company Charter DocumentsCCI Governing Documents or (B) any equivalent organizational or governing documents of any other CCI Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.3(b) belowhave been obtained, to the Knowledge of the Companyall filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company CCI or any CCI Subsidiary or by which its any property or asset of CCI or any of their respective properties CCI Subsidiary is bound or affectedbound, or (iii) result except as set forth in any breach Section 5.3(a)(iii) of the CCI Disclosure Letter, with or constitute a default (or an event that with notice or without notice, lapse of time or both would become both, constitute or result in a default) underbreach or violation of, or materially impair Company's rights or alter the rights or obligations of any third party a default under, or give rise to others any rights Lien, acceleration of remedies, right of termination, amendmentpurchase, acceleration first offer or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toforced sale under, any material noteContract of CCI or any CCI Subsidiary, bondexcept, mortgageas to clauses (ii) and (iii) above, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could which, individually or in the aggregate, would not reasonably be expected to have a CCI Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company each of the CCI Parties do not, and the performance of this Agreement by Company shall each of the CCI Parties will not, require any consent, approval, authorization or permit ofpermit, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for applicable requirements, if any, (i) the filing of the pre-merger notification requirements (Form S-4 and the "HSR Approval") declaration of effectiveness of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") Form S-4 and the rules filing of such other reports under or compliance with the Exchange Act and regulations thereunderthe Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with, and the filing and recordation acceptance for record of the Articles of Merger Documents by, the SDAT pursuant to the MGCL and the MLLCA, (iii) the filing of the Certificate of Merger with, and the acceptance for record of the Certificate of Merger by, the Delaware Secretary pursuant to the DRULPA, (iv) such filings and approvals as may be required by the Corporate Code any applicable state securities or “blue sky” Laws and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, would not otherwise reasonably be expected to have a CCI Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Merger Subsidiary of this Agreement by Company do notand the other Transaction Documents to which either is a party, and the performance consummation of this Agreement by Company shall the transactions contemplated herein and therein, do not and will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Companyviolate, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affectedwith, or (iii) result in any breach of any provisions of the Governing Documents of Parent or Merger Subsidiary; (ii) violate any Applicable Law binding upon Parent or Merger Subsidiary; or (iii) violate, conflict with or result in a violation or breach of, or constitute a default (with or an event that with without due notice or lapse of time or both would become a defaultboth) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties terms, conditions or assets provisions of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Parent or Merger Subsidiary is a party or by which Company Parent or its properties are bound Merger Subsidiary or affectedany material portion of their respective assets is bound; except, except in any case with respect to clause (iii), for such violations, conflicts, violationsbreaches or defaults that, breachesindividually or in the aggregate, defaults or other occurrences that could would not reasonably be expected to have materially impair the ability of Parent or Merger Subsidiary to perform its respective obligations under this Agreement and the other Transaction Documents to which either of them is or will be a Material Adverse Effect on party. No Consent of any Governmental Authority or any other Person is required by Parent or Merger Subsidiary in connection with the Company. (b) The execution execution, delivery and delivery performance by Parent or Merger Subsidiary of this Agreement by Company do not, and the performance other Transaction Documents to which either of this Agreement by Company shall not, require any consent, approval, authorization them is a party or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")the consummation of the transactions contemplated herein and therein, except for applicable requirements, if any, (A) the filing of the a pre-merger notification requirements (and report form under the "HSR Approval") Act and the expiration or termination of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act applicable waiting period thereunder, (B) the filing of 1976a Certificate of Merger with the Secretary of State of the State of Delaware, as amended and (C) such other consents and approvals, the "HSR Act") absence or omission of which would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Parent or Merger Subsidiary to perform its respective obligations under this Agreement and the rules and regulations thereunder, and the filing and recordation other Transaction Documents to which either of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations them is or permits, or to make such filings or notifications would not otherwise have will be a Material Adverse Effectparty.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company each of the REIT II Parties do not, and the performance of this Agreement by Company shall and its obligations hereunder will not, (i) conflict with or violate any provision of (A) the Company Charter DocumentsREIT II Governing Documents or Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of any other REIT II Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.3(b) belowhave been obtained, to the Knowledge of the Companyall filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company or by which its REIT II or any of their respective properties is bound REIT II Subsidiary or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company.41 (b) The execution and delivery of this Agreement by Company each of the REIT II Parties do not, and the performance of this Agreement by Company shall each of the REIT II Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority by such REIT II Parties, except for applicable requirements(i) the filing with the SEC of (A) the REIT II Proxy Statement, if any, (B) the Form S-4 and the declaration of effectiveness of the pre-merger notification requirements Form S-4, and (C) such reports under, and other compliance with, the "HSR Approval"Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL and MLLCA, (iii) the filing of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the DE SOS pursuant to the DRULPA, (iv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (v) the consents, authorizations, orders or approvals of each Governmental Authority or Agency listed in Section 8.1(a) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended REIT II Disclosure Letter and (the "HSR Act"vi) and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not otherwise reasonably be expected to have a REIT II Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other Loan Documents by Company any Loan Party do not, and the performance of this Agreement and the other Loan Documents by Company any Loan Party shall not, not (i) conflict with or violate each of the Company Loan Party’s Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affectedLegal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's such Loan Party’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 any Encumbrance on any of the properties or assets of the Parent Guarantor, the Company or any of its Subsidiaries pursuant to, any Legal Requirement or material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation agreement to which Company such Loan Party or any of its Subsidiaries is a party or by instrument, order, writ, judgment, injunction or decree to which Company any Loan Party or any of its properties are bound or affectedSubsidiaries is a party, except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent Guarantor, the Company or any of its Subsidiaries. (b) The execution and delivery of this Agreement and the other Loan Documents by the Company do does not, and the performance of this Agreement by Company shall its Obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except (i) for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements U.S. Securities Act of 19761933, as amended (the "HSR “Securities Act") ”), the Securities Exchange Act of 1934, as amended or applicable U.S. state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, (ii) appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, and the filing and recordation of the Merger Documents as required by the Corporate Code and except (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company or prevent the parties hereto from performing their obligations under any of the Loan Documents.

No Conflict; Required Filings and Consents. Except (a) The as required by any Antitrust Laws that require the consent, waiver, approval, Order or Permit of, or declaration or filing with, or notification to, any Person or Governmental Authority, (b) such filings as may be required in connection with the Transfer Taxes described in Section 2.9 and (c) as otherwise set forth on Schedule 3.3, the execution and delivery of this Agreement by Company do the Sellers does not and the execution and delivery of the Related Documents by the Sellers will not, and the performance consummation of this Agreement by Company shall not, the Transactions hereby and thereby will not (i) conflict with or violate the Company Charter Documentsprovisions of the Organizational Documents of the Sellers, (ii) subject to compliance the entry of the Sale Order or any other Order required by the Bankruptcy Court in connection with the requirements set forth in Section 2.5(b) belowTransactions, to the Knowledge of the Company, violate or conflict with any Law or violate any lawOrder to which the Sellers, rulethe Business and the Transferred Assets are subject, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) require the Sellers to obtain any Consent, or give any notice to, or make any filing with, any Governmental Authority (except as required by the Bankruptcy Code or the Sale Order), (iv) subject to the entry of the Sale Order or any other Order required by the Bankruptcy Court in connection with the Transactions, result in any a breach of or constitute a default (with or an event that with without due notice or lapse of time or both would become a default) both), give rise to any right of termination, cancellation or acceleration under, or materially impair Company's rights or alter require the rights or obligations Consent of any third party underto, any Potential Assigned Contract or give Seller Permit or (v) subject to others the entry of the Sale Order or any rights of terminationother Order required by the Bankruptcy Court in connection with the Transactions, amendment, acceleration or cancellation of, or result in the imposition or creation of a lien any Lien upon or encumbrance on with respect to any of the assets or properties of the Sellers or assets with respect to the Business; excluding from the foregoing clauses (ii) through (v) any Consents, approvals, notices and filings the absence of Company pursuant towhich, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, and violations, breaches, defaults defaults, rights of acceleration, cancellation or other occurrences that could not reasonably be expected to have a Material Adverse Effect on termination, and Liens, the Company. (b) The execution and delivery existence of this Agreement by Company do which would not, and individually or in the performance of this Agreement by Company shall notaggregate, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance of this Agreement by Company shall Parent and Merger Sub will not, (i) conflict with or violate any provision of the Company Charter Parent Governing Documents or the Merger Sub Governing Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b4.5(b) below, to the Knowledge of the Companyhave 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, rule, regulation, order, judgment or decree Law applicable to Company Parent or Merger Sub or any other entity that is a subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which its any property or asset of Parent, Merger Sub or any of their respective properties Parent Subsidiary is bound or affected, affected or (iii) except as set forth in Section 4.5(a) of the Parent Disclosure Schedule, require any consent or approval under, result in any breach of, or any loss of any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent, Merger Sub or assets of Company any Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Permit or other instrument or obligation to which Company Parent, Merger Sub or any Parent Subsidiary is a party or by which Company or its properties are bound or affectedparty, except in except, as to clauses (ii) and (iii), respectively, for any case for such conflicts, violations, breaches, defaults defaults, failures to obtain consent or approval or other occurrences that could as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect on Effect. The Transactions will not require the Companyconsent or approval of any Governmental Authority with respect to antitrust Laws. (b) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance of this Agreement by Company shall Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) under the Exchange Act, the Securities Act, any applicable requirementsBlue Sky Laws, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, of the Exchange and the filing and recordation of the Articles of Merger Documents as required by the Corporate Code and except NRS or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement do not, the execution and delivery by Company do Parent and Merger Sub of each instrument required hereby to be executed and delivered at the Closing will not, and the performance of their respective agreements and obligations under this Agreement by Company shall Parent and Merger Sub will not, (i) conflict with or violate the Company Restated Articles of Organization, as amended, of Parent (the “Parent Charter”), the Amended and Restated By-Laws, as amended, of Parent (the “Parent By-Laws”), the Merger Sub Charter Documents, or the Merger Sub By-Laws or (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or Merger Sub by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery by Parent and Merger Sub of this Agreement do not, the execution and delivery by Company do Parent and Merger Sub of any instrument required hereby to be executed and delivered at the Closing will not, and the performance of their respective agreements and obligations under this Agreement by Company shall Parent and Merger Sub will not, require any consent, approval, authorization order, license, authorization, registration, declaration or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements(i) as may be required by the HSR Act, if any(ii) as may be required under any foreign antitrust or competition law or regulation, including the EC Merger Regulation, (iii) the filing of the pre-merger notification requirements (the "HSR Approval") Certificate of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents or other documents as required by the Corporate Code GCL and except where the failure to obtain (iv) such other consents, approvals, authorizations or orders, registrations, declarations, permits, or to make such filings or notifications would which, if not otherwise have obtained or made, could not reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby or result in a Material Adverse Effectmaterial liability or obligation of Parent or Merger Sub.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Acquiror and Acquiror Sub do not, and the performance of this Agreement by Company shall Acquiror and Acquiror Sub will not, (i) conflict with or violate the Company Charter DocumentsArticles of Incorporation or Bylaws of either Acquiror or Acquiror Sub, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Acquiror or Acquiror Sub or by which its any property or any asset of their respective properties 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 would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Acquiror or Acquiror Sub or require the properties or assets consent of Company any third party pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Acquiror or Acquiror Sub is a party or by which Company Acquiror or its properties are Acquiror Sub or any property or asset of either of them is bound or affected, except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on which would not, individually or in the Companyaggregate, prevent Acquiror and Acquiror Sub from performing their respective obligations under this Agreement and consummating the Transactions. (b) The execution and delivery of this Agreement by Company Acquiror and Acquiror Sub do not, and the performance of this Agreement by Company shall Acquiror and Acquiror Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")foreign, except for applicable requirements(i) pursuant to the Exchange Act, if anyBlue Sky Laws, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of appropriate Articles of Merger with the Merger Documents Corporation Commission as required by the Corporate Code Virginia Law and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would notifications, could not reasonably be expected to prevent or delay consummation of the Transactions or otherwise have a Material Adverse Effectprevent Acquiror or Acquiror Sub from performing their respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Subsidiary do not, and the performance of this Agreement by Company shall Parent and Merger Subsidiary will not, (i) conflict with or violate the Company Charter Documents, Certificate of Incorporation or By-laws of Parent or Merger Subsidiary; (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate in any law, rule, regulation, order, judgment or decree material respect any Laws applicable to Company Parent or Merger Subsidiary or by which its any property or any asset of their respective properties either of them is bound or affected, ; or (iii) except as specified in Schedule 4.04(a) of the separate Disclosure Schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), require a consent under, violate, conflict with, result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent or assets of Company Merger Subsidiary pursuant to, any material promissory note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or Merger Subsidiary is a party or by which Company Parent or its properties are Merger Subsidiary or any property or asset of either of them is otherwise bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery of this Agreement by Company Parent and Merger Subsidiary do not, and the performance of this Agreement, the consummation of the Merger and the other transactions contemplated hereby and compliance with the provisions of this Agreement by Company shall Parent and Merger Subsidiary will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of (i) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement; (ii) actions required by the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"; (iii) and the rules and regulations thereunder, and the filing and recordation of the Merger Documents appropriate merger documents as required by the Corporate Code DGCL; (iv) as set forth on Schedule 4.04(b) of the Parent Disclosure Schedule; and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise prevent or materially delay consummation of the Merger or any other transaction contemplated hereby, and would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance consummation of this Agreement by Company shall the transactions contemplated hereby will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) undertime, or materially impair Company's rights or alter the rights or obligations of any third party underboth), or give rise to others any rights a right of termination, amendmentcancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Parent and Merger Sub, acceleration or cancellation ofas amended to date, or result in the creation of a lien or encumbrance on (ii) any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or Merger Sub is a party or by which Company or its properties are bound or affectedparty, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in any case for such conflictsthe aggregate, violations, breaches, defaults would not be material to Parent’s or other occurrences that could not reasonably be expected Merger Sub’s ability to have a Material Adverse Effect on consummate the CompanyMerger or to perform their respective obligations under this Agreement. (b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Company do not, and or the performance consummation of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")the transactions contemplated hereby, except for applicable requirements, if any, (i) the filing of the pre-merger notification requirements (the "HSR Approval") Certificate of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Merger, as amended provided in Section 1.02, (ii) the "filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Parent Common Stock issuable pursuant to Section 6.11 hereof, (iii) such filings and notifications as may be required to be made by Parent in connection with the Merger under the HSR Act") Act or applicable foreign antitrust laws and the rules and regulations thereunderexpiration or early termination of applicable waiting periods under the HSR Act or applicable foreign antitrust laws, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain (iv) such consents, authorizations, filings, approvals, authorizations notices and registrations as may be required under state securities laws in connection with the offer and sale of Parent Common Stock pursuant to this Agreement, and (v) such other consents, authorizations, filings, approvals, notices and registrations which, if not obtained or permitsmade, would not be material to Parent’s or Merger Sub’s ability to consummate the Merger or to make such filings or notifications would not otherwise have a Material Adverse Effectperform their respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance of this Agreement by Company shall Parent and Merger Sub will not, : (i) conflict with or violate the Company Parent Charter Documents, Merger Sub Charter Documents or equivalent organizational documents of any of Parent's subsidiaries; (ii) subject to compliance with the requirements set forth in Section 2.5(b3.5(b) below, to (or the Knowledge of the Company, Parent Disclosure Schedule) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or any of its subsidiaries or by which its it or any of their respective properties is are bound or affected, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair CompanyParent's or any of its subsidiary'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 Lien on any of the properties or assets of Company Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Parent or any of its subsidiaries is a party or by which Company Parent or any of its subsidiaries or its or any of their respective properties are bound or affected, except in any case for to the extent such conflictsconflict, violationsviolation, breachesbreach, defaults default, impairment or other occurrences that could effect would not in the case of clauses (ii) or (iii), individually or in the aggregate: (A) reasonably be expected to have a Material Adverse Effect on Parent or (B) prevent or materially delay consummation of the CompanyMerger or otherwise prevent the parties hereto from performing their obligations under this Agreement. (b) The Other than with respect to procedures under the Israeli Companies Law, the execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance of this Agreement by Company shall Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any courtGovernmental Entity with respect to Parent and Merger Sub except: (i) for: (A) compliance with applicable requirements of the Securities Act, administrative agency, commission, governmental or regulatory authority, domestic or foreign the Exchange Act and Blue Sky Laws; (a "Governmental Entity"), except for applicable requirements, if any, of B) compliance with the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and under the comparable competition foreign laws that the parties reasonably determine to apply; (C) the OCS Approval; (D) approval of 1976, as amended the Israeli Commissioner of Restrictive Trade Practices pursuant to the RTPA; (E) obtaining the "HSR Act"Investment Center Approval; (F) and compliance with the rules and regulations thereunder, of Nasdaq; (G) obtaining the Israeli Income Tax Ruling and the filing Israeli Withholding Tax Ruling (which shall not be a condition precedent to its obligation to effect the Merger); (H) obtaining the Israeli Securities Exemptions (which, in the case of the Israeli Securities Election Exemption, shall not be a condition precedent to its obligation to effect the Merger); and (i) other filings and recordation of the Merger Documents as required by Governmental Entities other than those in the Corporate Code United States or Israel; and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications: (A) would not otherwise not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Parent, or (B) would not prevent or materially delay consummation of the Merger or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Company do notXxxxxx and Xxxxxx Sub, nor the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated hereby, nor performance by Xxxxxx and Merger Sub of their respective obligations under this Agreement by Company shall notAgreement, will (i) conflict with or violate any provision of the Company Charter Parent Organizational Documents, (ii) subject to compliance with assuming that the requirements set forth Consents, registrations, declarations, filings and notices referenced in Section 2.5(b4.3(b) below, to the Knowledge of the Companyhave been obtained or made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Merger Sub or by which its any property or any asset of their respective properties Parent or Merger Sub is bound or affected, affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair Company's rights or alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third Person in accordance with any Contract to which Parent or Merger Sub is a party or by which any property or asset of Parent or Merger Sub is bound or affected, or result in the creation of a lien or encumbrance on Lien, other than any Permitted Lien, upon any of the properties property or assets of Company pursuant toParent or Merger Sub, any material noteother than, bondin the case of clauses (ii) and (iii) above, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect on the CompanyEffect. (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 Company do not, and the performance of this Agreement by Company shall notor the consummation of the transactions contemplated hereby, require any consentother than (i) applicable requirements of and filings with the SEC in accordance with the Exchange Act or the Securities Act, approval(ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, authorization (iii) applicable requirements in accordance with foreign qualification, state securities or permit of“blue sky” laws of various states, (iv) compliance with applicable rules and regulations of the NYSE, (v) the approval of Parent, as the sole shareholder of Merger Sub as at the date hereof (or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (the approval of a "Governmental Entity"Subsidiary of Parent), except for applicable requirements, if any, of the pre-merger notification requirements Merger, (the "HSR Approval"vi) such other items required solely by reason of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") participation and the rules and regulations thereunder, and the filing and recordation identity of the Merger Documents as required by Company in the Corporate Code transactions contemplated hereby, (vii) compliance with and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications in accordance with Antitrust Laws or Foreign Investment Laws and (viii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made has not had, and would not otherwise have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by each of Family LLC and CVC MergerCo of this Agreement by Company do not, and the performance Ancillary Agreements to which it is a party and the consummation of this Agreement the transactions contemplated hereby and thereby by Company shall not, Family LLC and CVC MergerCo will not (i) conflict with or violate the Company Charter DocumentsConstituent Documents of Family LLC or CVC MergerCo, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Family LLC or CVC MergerCo or by which its or any of their respective properties is or assets are bound or affected, or (iii) result in any breach of or constitute a default (or an event that which, with notice or notice, lapse of time or both both, would become a default) under, or materially impair Company's rights or alter result in the rights or obligations loss of any third party under, a material benefit under or give to others any rights right of termination, amendment, acceleration acceleration, payment or cancellation of, or result in the creation of a lien or other encumbrance on any of the properties property or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Family LLC or CVC MergerCo is a party or by which Company Family LLC, CVC MergerCo or its any of their properties are or assets is bound or affected, except in the case of clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could which would not, or would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance by each Family LLC or CVC MergerCo of any of its obligations under this Agreement or the Ancillary Agreements to have which it is a party or the consummation of any of the transactions contemplated hereby or thereby (a “Family Material Adverse Effect on the CompanyEffect”). (b) The execution execution, delivery and delivery performance by each of Family LLC and CVC MergerCo of this Agreement by Company do not, and the performance Ancillary Agreements to which it is a party and the consummation of this Agreement the transactions contemplated hereby and thereby by Company shall not, Family LLC and CVC MergerCo will not require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental Governmental Entity by Family LLC or regulatory authority, domestic or foreign (a "Governmental Entity")CVC MergerCo, except (i) for applicable requirements(A) compliance with the HSR Act, if any, (B) the requirements of the pre-merger notification requirements Exchange Act, (the "HSR Approval"C) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing of appropriate merger and recordation of the Merger Documents other documents as required by the Corporate Code DGCL in connection with the transactions contemplated hereby, and except (D) the Governmental Approvals and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, have or reasonably be expected to have a Family Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Acquisition of this Agreement by Company do not, and the performance consummation of this Agreement by Company shall not, the Transactions (including the Merger) do not and will not (i) contravene or conflict with the limited liability company agreement of Parent or the Certificate of Incorporation or Bylaws of Acquisition; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been made, contravene or conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge constitute a violation of the Company, conflict with or violate any provision of any law, rule, regulation, orderjudgment, judgment injunction, order or decree binding upon or applicable to Company Parent or by which its Acquisition or any of their respective properties is bound or affected, or properties; (iii) conflict with, or result in the breach or termination of any breach provision of or constitute a default (with or an event that with without the giving of notice or the lapse of time or both would become a defaultboth) under, or materially impair Company's rights or alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendmentcancellation, or loss of any benefit to which Parent or Acquisition is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition or any of their respective properties, or allow the acceleration or cancellation of the performance of, any obligation of Parent or result in the creation of a lien or encumbrance on Acquisition under any of the properties or assets of Company pursuant to, any material note, bondindenture, mortgage, indenture, contract, agreementdeed of trust, lease, license, permitcontract, franchise instrument or other instrument or obligation agreement to which Company Parent or Acquisition is a party or by which Company Parent or its Acquisition or any of their respective assets or properties are bound is subject or affectedbound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition, except in the case of clauses (ii), (iii) and (iv) for any case for such contraventions, conflicts, violations, breaches, defaults terminations, defaults, cancellations, losses, accelerations and Liens which, individually or other occurrences that could in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect on prevent or materially delay the Companyconsummation of the Offer or the Merger. (b) The execution execution, delivery and delivery performance by Parent and Acquisition of this Agreement by Company do not, and the performance consummation of this Agreement the Transactions (including the Merger) by Company shall not, Parent and Acquisition require any consent, approval, authorization no action by or permit in respect of, or filing with or notification towith, any courtgovernmental body, administrative agency, commissionofficial or authority (whether domestic, governmental foreign or regulatory authoritysupranational) other than (i) the filing of the California Filing in accordance with California Law; (ii) the filing of the Delaware Filing in accordance with Delaware Law; (iii) compliance with any applicable requirements of the Exchange Act and state securities, domestic takeover and Blue Sky laws; and (iv) such actions or foreign (a "Governmental Entity"), except for applicable requirementsfilings which, if anynot taken or made, would not, individually or in the aggregate, reasonably be likely to prevent the consummation of the pre-merger notification requirements (Offer or the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement do not, the execution and delivery by Company do Parent and Merger Sub of each instrument required hereby to be executed and delivered at the Closing will not, and the performance of their respective agreements and obligations under this Agreement by Company shall Parent and Merger Sub will not, (i) conflict with or violate the Company Restated Articles of Organization, as amended, of Parent (the “Parent Charter”), the Amended and Restated By-Laws, as amended, of Parent (the “Parent By-Laws”), the Merger Sub Charter Documents, or the Merger Sub By-Laws or (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or Merger Sub by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery by Parent and Merger Sub of this Agreement do not, the execution and delivery by Company do Parent and Merger Sub of any instrument required hereby to be executed and delivered at the Closing will not, and the performance of their respective agreements and obligations under this Agreement by Company shall Parent and Merger Sub will not, require any consent, approval, authorization order, license, authorization, registration, declaration or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements(i) as may be required by the HSR Act, if any(ii) as may be required under any foreign antitrust or competition law or regulation including without limitation the EC Merger Regulation, (iii) the filing of the pre-merger notification requirements (Registration Statement with the "HSR Approval") of SEC in accordance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Securities Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by Proxy Statement/Prospectus with the Corporate Code and except where SEC under the failure to obtain Exchange Act, (iv) such consents, approvals, authorizations or orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable federal and state securities laws and the laws of any foreign country, (v) the filing of the Certificate of Merger or to make other documents as required by the GCL and (vi) such other consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings or notifications which, if not obtained or made, would not otherwise reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any provision of the Company Charter Documentscertificate or articles of incorporation, as the case may be, or bylaws of Parent or Merger Sub or any equivalent organizational documents of any other Parent Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or any other Parent Subsidiary or by which its any property or asset of Parent, Merger Sub or any of their respective properties other Parent Subsidiary is bound or affected, affected or (iii) except as set forth in Section 5.05(a) of the Parent Disclosure Schedule, result in any breach of or constitute a 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent, Merger Sub or assets of Company any other Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation obligation, except, with respect to which Company is a party or by which Company or its properties are bound or affectedclauses (ii) and (iii), except in for any case for such conflicts, violations, breaches, defaults or other occurrences that which could not reasonably be expected expected, individually or in the aggregate, (A) to have a Parent Material Adverse Effect on or (B) to prevent or materially delay the Companyperformance by Parent or Merger Sub of its obligations pursuant to this Agreement or the consummation of the Merger. (b) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance by Parent and Merger Sub of this Agreement by Company shall their respective obligations hereunder and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by Parent or Merger Sub with or notification by Parent or Merger Sub to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) pursuant to applicable requirements, if any, requirements of the pre-merger notification requirements (Exchange Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Securities Act, as amended (the "HSR Act") and Blue Sky Laws, the rules and regulations thereunderof the NYSE, state takeover laws, the premerger notification requirements of the HSR Act, if any, and the filing and recordation of the Articles of Merger Documents as required by the Corporate Code General Corporation Law and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would notifications, could not otherwise reasonably be expected, individually or in the aggregate, (A) to have a Parent Material Adverse EffectEffect or (B) to prevent or materially delay the performance by Parent or Merger Sub of its obligations pursuant to this Agreement or the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Company do notParent and Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, including the Merger, and the Debt Financing, or performance of this Agreement by Company shall not, their obligations hereunder will (i) conflict with or violate the Company Charter Parent Organizational Documents, (ii) subject to compliance with assuming the requirements set forth consents, registrations, filings, notices, approvals and authorizations specified in Section 2.5(b) below5.3(b), including all Gaming Approvals, have been obtained or made and the waiting periods referred to the Knowledge of the Companytherein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Merger Sub or by which its any property or any asset of their respective properties Parent or Merger Sub 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 would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than, in the case of the Debt Financing, any Lien required or encumbrance permitted thereunder) on any property or asset of the properties Parent or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, indenture or credit agreement, lease, license, permit, franchise or any other Contract or other instrument or obligation to which Company Parent or Merger Sub is a party or by which Company Parent or its properties are bound Merger Sub or affectedany property or asset of Parent or Merger Sub is bound, except other than, in the case of clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults defaults, rights, terminations, amendments, accelerations, or other occurrences that could cancellations which would not reasonably be expected to have constitute a Parent Material Adverse Effect on the CompanyEffect. (b) The None of the execution and delivery of this Agreement by Company do notParent and Merger Sub, the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Merger, and the Debt Financing, or performance of this Agreement by Company shall not, their obligations hereunder will require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for pursuant to the Exchange Act, the Securities Act, state securities or “blue sky” Laws, any applicable requirementsAntitrust Laws or Gaming Laws, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents appropriate merger documents as required by the Corporate Code MBCA and except where the failure to obtain rules of the NYSE and such other consents, approvals, authorizations or permits, or to make such filings or notifications notifications, the failure of which to have, make or obtain, as applicable, would not otherwise have constitute a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Neither the execution, delivery nor performance by Parent, Merger Sub and delivery Merger Sub II of this Agreement by Company do notor the other Transaction Agreements to which each of them is a party, and nor (assuming approval of the performance Parent Stockholder Matters is obtained) the consummation of this Agreement by Company shall not, the Transactions shall: (i) conflict with or violate the Company their respective Charter Documents, ; (ii) subject assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to compliance with the requirements set forth in Section 2.5(b5.05(b) below, to the Knowledge of the Companyare duly and timely obtained or made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, Applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's their respective rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien (other than any Permitted Lien) on any of the properties or assets of Company Parent or any of its Subsidiaries pursuant to, any material noteParent Material Contracts, bondexcept, mortgagewith respect to clauses (ii) or (iii), indentureas would not, contractindividually or in the aggregate, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery by each of Parent, Merger Sub and Merger Sub II of this Agreement by Company do and the other Transaction Agreements to which it is a party, does not, and the performance of this Agreement by Company shall its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except except: (i) for the filing of the Certificates of Merger in accordance with the DGCL and DLLCA, as applicable; (ii) for applicable requirements, if any, of the pre-merger notification requirements (Securities Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Exchange Act, as amended (the "HSR Act") blue sky laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Parent is qualified to do business; (iii) for the filing of any notifications required under the HSR Act and recordation the expiration of the Merger Documents required waiting period thereunder; (iv) as required by otherwise disclosed on Section 8.01(c) of the Corporate Code Parent Disclosure Letter; and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or prevent the consummation of the Mergers.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do each of the Parent Parties does not, and the performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by Company shall each of the Parent Parties will not, (i) conflict with or violate any provision of (A) Parent’s charter or bylaws, (B) Merger Sub’s certificate of formation or limited liability company agreement or the Company Charter Documentscertificate of limited partnership of the Parent Operating Partnership or the Parent Partnership Agreement, or (C) any equivalent organizational or governing documents of any other Parent Subsidiary, or (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.3(b) belowhave been obtained, to the Knowledge of the Companyall filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company a Parent Party or any other Parent Subsidiary or by which its any property or asset of a Parent Party or any of their respective properties other Parent Subsidiary is bound bound, except, as to clauses (i)(C) and (ii), respectively, for any such conflicts or affectedviolations which, individually or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toaggregate, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could have not had and would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company do each of the Parent Parties does not, and the performance of this Agreement by Company shall each of the Parent Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for applicable requirements(i) the filing with the SEC of such reports under, if anyand other compliance with, of the pre-merger notification requirements Exchange Act (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) as may be required under the rules and regulations of NASDAQ, (iii) the filing of the Articles of Merger with the SDAT and the acceptance for record by the SDAT of the Articles of Merger pursuant to the MGCL, (iv) the filing of the Certificate of Merger with the Delaware Secretary, (v) the filing of the Partnership Certificate of Merger with the Delaware Secretary, (vi) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (vii) such filings as may be required in connection with state and local transfer Taxes, and the filing and recordation of the Merger Documents as required by the Corporate Code and except (viii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, has not had and would not otherwise reasonably be expected to have a Parent Material Adverse Effect.

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 been 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 DGCL is made, none of the execution and delivery of this Agreement by Company do notParent or the Purchaser, and the performance consummation by Parent or the Purchaser of this Agreement the Transactions or compliance by Company shall not, Parent or the Purchaser with any of the provisions hereof will (i) conflict with or violate the Company Charter Documentsorganizational documents of Parent or the Purchaser, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any lawstatute, ordinance, rule, regulation, order, judgment or decree applicable to Company Parent or the Purchaser, or by which its any of them or any of their respective properties is or assets may be bound or affected, or (iii) result in a Violation pursuant to any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or the Purchaser is a party or by which Company any of their respective properties or its properties are assets may be bound or affected, except in the case of the foregoing clauses (ii) and (iii) for any case for such conflictsViolations which could not, violationsindividually or in the aggregate, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on Parent or could not, individually or in the Companyaggregate, reasonably be expected to prevent or materially delay consummation of the Transactions. (b) The None of the execution and delivery of this Agreement by Company do not, Parent and the performance Purchaser, the consummation by Parent and the Purchaser of this Agreement the Transactions or compliance by Company shall not, Parent and the Purchaser with any of the provisions hereof will require any consent, approval, authorization or permit of, or filing with or notification to, Consent of any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) compliance with any applicable requirements, if any, requirements of the pre-merger notification requirements Exchange Act and any state securities "blue sky" or takeover law, (ii) the "HSR Approval") filing of the Xxxx-Xxxxx-Xxxxxx certificate of merger pursuant to the GCL, (iii) compliance with the HSR Act and any requirements of any foreign or supranational Antitrust Improvements Act of 1976, as amended Laws and (the "HSR Act"iv) and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where Consents the failure of which to obtain such consentsor make could not, approvalsindividually or in the aggregate, authorizations or permits, or reasonably be expected to make such filings or notifications would not otherwise have a Material Adverse EffectEffect on Parent or materially adversely affect the ability of Parent or reasonably be expected to prevent or materially delay consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by Company do not, and the performance of this Joinder Agreement and the Ancillary Agreements to which it is a party by Company shall notMerger Sub and the consummation by Merger Sub of the Transactions, do not and will not (i) conflict with or violate the Company Charter DocumentsOrganizational Documents of Merger Sub, (ii) subject to compliance with the requirements set forth 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 Section 2.5(b) below, to the Knowledge of the Companysuch clauses have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Merger Sub or by which its or any of their respective its properties is bound or affectedare bound, 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) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of), or result in the creation loss of a lien benefit under, result in the creation or encumbrance on imposition of any Lien or give rise to any right of the properties termination, cancellation, amendment or assets of Company pursuant toacceleration of, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Merger Sub is a party or by which Company Merger Sub or any of its properties are bound bound, or affected(iv) conflict with any condition to the Financing, except except, in the case of clauses (ii) and (iii), for any case for such conflictsconflict, violationsbreach, breachesviolation, defaults default, loss, right or other occurrences occurrence that could not would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution execution, delivery and delivery performance of this Joinder Agreement and the Ancillary Agreements to which it is a party by Company do notMerger Sub, and the performance consummation by Merger Sub of this Agreement by Company shall notthe Transactions, does not and will not require Merger Sub to obtain any consent, approval, Order, authorization or permit of, action or waiver by, or to make any filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) such filings as may be required under applicable requirements, if any, requirements of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 1976, as amended (the "HSR Act") and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the filings required under the HSR Act, (iii) such filings as necessary to comply with the applicable requirements of the NASDAQ, (iv) the filing and recordation with the North Dakota Secretary of State of the Articles of Merger Documents as required by the Corporate Code NDBCA, and except where (v) 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 otherwise not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Ski Purchaser’s execution and delivery of this Agreement by Company and the Financing Documents to which it is a party do not, and the performance of this Agreement and such Financing Documents and the consummation of the Ski Purchaser Interest Sale, the Ski Purchaser Asset Sale, the Canadian Asset Sale and the other Contemplated Transactions to be consummated by Company shall the Ski Purchaser and the Canadian Purchaser, as the case may be, will not, (i) conflict with or violate any provision of (A) the Company Charter Ski Purchaser’s or, as of the Closing Date, the Canadian Purchaser’s Organizational Documents, (B) any Organizational Documents of any Subsidiary of the Ski Purchaser or, as of the Closing Date, the Canadian Purchaser, or (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b7.3(b) belowhave been obtained, to the Knowledge of the Companyall filings and notifications described in Section 7.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company the Ski Purchaser or any of its Subsidiaries or by which its any property or asset of the Ski Purchaser or, as of the Closing Date, the Canadian Purchaser, or any of their respective properties Subsidiaries is bound bound, except, as to clauses (i)(B) and (ii), respectively, for any such conflicts or affectedviolations which, individually or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toaggregate, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect on pursuant to clause (2) of the Companydefinition thereof. (b) The Ski Purchaser’s execution and delivery of this Agreement by Company and the Financing Documents to which it is a party do not, and the performance of this Agreement or such Financing Documents by Company shall the Ski Purchaser and the Canadian Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any courtGovernmental Authority, administrative agencyexcept (i) such consents, commissionapprovals, governmental authorizations, permits, filings or regulatory authoritynotifications that will be obtained or completed on or prior to the Closing Date, domestic or foreign (a "Governmental Entity"ii) such filings as may be required in connection with state and local transfer Taxes, (iii) such consents, approvals, authorizations, permits, filings and/or notifications required under the HSR Act and/or the Investment Canada Act (Canada), except for applicable requirements(iv) the New Forest Service Permits and any other consents, if anyapprovals, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976authorizations, as amended (the "HSR Act") and the rules and regulations thereunderpermits, filings and/or notifications required under any Ground Lease to which a Governmental Authority is a party, and the filing and recordation of the Merger Documents as required by the Corporate Code and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, has not had and would not otherwise reasonably be expected to have a Purchaser Material Adverse EffectEffect pursuant to clause (2) of the definition thereof.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company the Buyer Parties do not, and the performance of this Agreement by Company shall the Buyer Parties’ obligations hereunder will not, (i) conflict with or violate the Company Charter Documentsoperating agreement of Parent or the organizational documents of MergerSub or Super REIT MergerSub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 2.5(b5.04 have been obtained and all filings and obligations described in subsection (b) below, to the Knowledge of the Companythis Section 5.04 have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company the Buyer Parties, or by which its or any of their respective its properties or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any of the its properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company it is a party or by which Company it or any of its properties are bound or affectedassets is bound, except in except, with respect to clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could would not reasonably be expected to have a Material Adverse Effect on prevent or delay consummation of the CompanyOffer, the Merger, the DownREIT Merger or otherwise prevent it from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by Company the Buyer Parties do not, and the performance of this Agreement by Company shall Buyer Parties’ obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except (i) for (A) applicable requirements, if any, of the pre-merger notification requirements Exchange Act, Blue Sky Laws and state takeover Laws, (B) filing with the "HSR Approval") SEC of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Schedule TO or other Offer Documents, the Proxy Statement (C) the filing of 1976, as amended (the "HSR Act") and the rules and regulations thereunderArticles of Merger with, and the acceptance for record thereof by, the SDAT, (D) the filing and recordation of the DownREIT Merger Documents Certificate with, and the acceptance for record thereof by, the DSOS, and (E) other filings as may be required by the Corporate Code in connection with state or local transfer taxes, and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not prevent or delay consummation of the Merger, or otherwise have a Material Adverse Effectprevent Parent from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither Seller nor Seller Parent is in default under or in violation or breach of any provision of its Organizational Documents, in each case as amended or restated. Seller is not in material default under or in material violation of any provision of any Assigned Contract to which it is a party or Assigned Contract by which it or any of its properties or assets is bound and which is material to the Business, the transactions contemplated hereby, or Buyer’s possession or use of the Purchased Assets in the ordinary course of business, and except as disclosed on Section 2.3(a) of the Disclosure Schedules, neither Seller nor Seller Parent has received any written notice that any Seller Party is in default or violation thereunder. (b) The execution and delivery of this Agreement and the Ancillary Agreements by Company each of Seller and Seller Parent do not, and the performance of this Agreement and the Ancillary Agreements by Company shall not, Seller and Seller Parent and the consummation of the transactions contemplated hereby or thereby will not (with or without notice or lapse of time): (i) conflict with or violate the Company Charter Organizational Documents, in each case as amended or restated, of Seller or Seller Parent, (ii) subject to compliance receipt of all required approvals, or the expiration of the applicable waiting periods, under all Antitrust Laws applicable to the transactions contemplated hereby, conflict with or violate, in any material respect, any Law or Order issued by a Governmental Authority in effect as of the requirements Agreement Date and applicable to Seller, Seller Parent, the Business, the Assumed Liabilities or the Purchased Assets or (iii) except as set forth in Section 2.5(b2.3(b) below, to the Knowledge of the CompanyDisclosure Schedules, conflict with or violate any lawwith, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any violation or breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration acceleration, first refusal, first offer or cancellation of, or require payment under, or require any notice or consent under, any of the Assigned Contracts or Transferring Real Property Leases, or result in the creation or imposition of a lien or encumbrance any Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the CompanyPurchased Assets. (bc) The Except (i) as disclosed on Section 2.3(c) of the Disclosure Schedules, and (ii) the pre-merger notifications requirements under Antitrust Laws, the execution and delivery of this Agreement and the Ancillary Agreements by Company Seller and Seller Parent do not, and the performance of this Agreement and the Ancillary Agreements by Company shall notSeller and Seller Parent and the consummation of the transactions contemplated hereby and thereby will not require Seller or Seller Parent obtain any Consent, require any consent, approval, authorization Permit or permit order of, or make any filing with or notification to, or procure other action by, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectPerson based on any Laws.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do SST IV does not, and the performance of this Agreement by Company shall and its obligations hereunder will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge assuming receipt of the CompanyStockholder Approvals, conflict with or violate any lawprovision of (A) the SST IV Governing Documents or (B) any equivalent organizational or governing documents of any other SST IV Subsidiary, rule(ii) assuming (solely with respect to performance of this Agreement) compliance with the matters referred to in Section 4.3(b), regulation, order, judgment conflict with or decree violate any Law or Environmental Permit applicable to Company SST IV or any SST IV Subsidiary or by which its any property or asset of SST IV or any of their respective properties SST IV Subsidiary is bound or affectedbound, or (iii) result in any breach of with or constitute a default (or an event that with notice or without notice, lapse of time or both would become both, constitute or result in a default) underbreach or violation of, or materially impair Company's rights or alter the rights or obligations of any third party a default under, or give rise to others any rights Lien, acceleration of remedies, right of termination, amendmentpurchase, acceleration first offer or cancellation offorced sale under, any Contract of SST IV or result in the creation of a lien any SST IV Subsidiary or encumbrance on related to any of the properties or assets of Company pursuant totheir respective properties, except, as to clauses (ii) and (iii) above, for any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could which, individually or in the aggregate, would not reasonably be expected to have a SST IV Material Adverse Effect on the CompanyEffect. (b) The execution No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by SST IV or any SST IV Subsidiary with, nor are any required to be made or obtained by, SST IV or any SST IV Subsidiary with or from any Governmental Authority in connection with the execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization SST IV and the SST IV Subsidiaries and the consummation of the Merger or permit ofthe other transactions contemplated hereby, or filing in connection with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")the continuing operation of the business of SST IV and the SST IV Subsidiaries following the Merger Effective Time, except for applicable requirements, if any, (i) the filing of the pre-merger notification requirements (Proxy Statement and Form S-4 and the "HSR Approval") declaration of effectiveness of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Form S-4 and such other reports under or compliance with the Exchange Act of 1976, as amended (the "HSR Act") and the rules Securities Act as may be required in connection with this Agreement and regulations thereunderthe transactions contemplated by this Agreement, (ii) the filing of the Articles of Amendment relating to the Charter Amendment with, and the acceptance for record of such Articles of Amendment by, the SDAT, (iii) the filing and recordation of the Articles of Merger Documents with, and the acceptance for record of such Articles of Merger by, the SDAT pursuant to the MGCL and the MLLCA, (iv) such filings and approvals as may be required by the Corporate Code any applicable state securities or “blue sky” Laws and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings filings, notifications or notifications reports, which, individually or in the aggregate, would not otherwise reasonably be expected to have a SST IV Material Adverse Effect. As of the date hereof, to the Knowledge of SST IV, there is no reason why the necessary approvals referenced in clause (v) of the preceding sentence will not be received in order to permit consummation of the Merger on a timely basis.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Sub do not, and the performance of this Agreement by Company shall Parent and Sub will not, (i) conflict with or violate the Company Charter DocumentsCertificate of Incorporation or By-Laws, in each case as amended or restated, of Parent or Sub, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree Laws applicable to Company Parent or Sub by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company Parent or Sub pursuant to, to any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or Sub is a party or by which Company Parent or its Sub or any of their respective properties are is bound or affectedsubject to, except for any such breach, default, event, right of termination, amendment, acceleration or cancellation or lien or encumbrance described in any case for such conflicts, violations, breaches, defaults or other occurrences clause (iii) that could would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company Parent and Sub do not, and the performance of this Agreement by Company shall Parent and Sub will not, as of the date of this Agreement, require Parent or Sub to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any court, administrative agency, commission, governmental Governmental Entities or regulatory authority, domestic or foreign (a "Governmental Entity")third parties, except (i) for applicable requirements, if any, of the pre-merger notification requirements (Securities Act, the "HSR Approval") of Exchange Act, Blue Sky Laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976NASD, as amended (ISRA and the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the a Certificate of Merger Documents as required by the Corporate Code DGCL and except where (ii) the failure to obtain such consents, approvals, authorizations or authorizations, permits, or to make such filings or notifications would not otherwise have and notifications, if any, set forth in Section 5.04 of the disclosure schedule attached hereto and made a Material Adverse Effectpart hereof (the "PARENT DISCLOSURE SCHEDULE").

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement or the Acquiror Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of Acquiror or Acquiror Sub, (ii) any Contract or Permit to which Acquiror or Acquiror Sub is a party, (iii) any Order of any Governmental Body applicable to Acquiror or Acquiror Sub are bound or (iv) any applicable Law other than, in the cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, termination or cancellations that would not have a material adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of Acquiror or Acquiror Sub in connection with the execution and delivery of this Agreement Agreement, the compliance by Company do notAcquiror or Acquiror Sub with any of the provisions hereto, and or the performance consummation of this Agreement by Company shall notthe transactions contemplated hereby, except for (i) conflict compliance with or violate the Company Charter Documents, applicable requirements of the HSR Act and (ii) subject to compliance with the requirements set forth in Section 2.5(b) belowsuch other consents, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consentswaivers, approvals, Orders, Permits or authorizations or permits, or the failure of which to make such filings or notifications obtain would not otherwise have a Material Adverse Effectmaterial adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as disclosed in Section 5.05 of the Parent Disclosure Schedule, the execution and delivery of this Agreement by Company do Parent does not, and the performance by Parent of this Agreement by Company shall its obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any provision of the Company Charter Documentscertificate of incorporation or bylaws of Parent or any equivalent organizational documents of any Parent Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or any Parent Subsidiary or by which its any property or asset of Parent or any of their respective properties Parent Subsidiary is bound or affected, affected or (iii) result in any breach of or constitute a 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent or assets of Company any Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affectedobligation, except in any case of clauses (ii) and (iii) for such conflicts, violations, breaches, defaults or other occurrences that rights as could not reasonably be expected individually or in the aggregate to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company do Parent does not, and the performance by Parent of this Agreement by Company shall its obligations hereunder, and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by Parent with or notification by Parent to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for pursuant to applicable requirementsrequirements of the Exchange Act, if anythe Securities Act, Blue Sky Laws, the rules and regulations of the NNM, the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and , if any, the rules and regulations thereunder, filing of the Certificate of Merger under the DGCL and the filing and recordation of the Agreement of Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectCalifornia Law.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do not, and the performance consummation of this Agreement the Offer and the Merger by Company shall notParent and Purchaser, do not and will not (i) conflict with or violate the Company Charter Documentsrespective certificates of incorporation or bylaws (or similar governing documents) of Parent or Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings described in Section 2.5(b) below, to the Knowledge of the Companysuch clauses have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Purchaser or by which its either of them or any of their respective properties is are bound or affected, or (iii) (A) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of (B) give rise to any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a lien or encumbrance any Lien on any of the properties or assets of Company pursuant toParent or Purchaser under, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contracts to which Company Parent, Purchaser or any of their respective Subsidiaries is a party or by which Company Parent, Purchaser or its any of their respective Subsidiaries or any of their respective properties are bound or affectedbound, except except, in the case of clauses (ii) and (iii), for any case for such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences occurrence that could would not reasonably be expected to have have, individually or in the aggregate, a Purchaser Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company do not, each of Parent and Purchaser and the performance consummation of this Agreement the Offer and the Merger by Company shall not, each of Parent and Purchaser do not and will not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity", including those set forth on Schedule 5.3(b), except for (i) applicable requirements, if any, requirements of the pre-merger notification requirements Exchange Act and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws, (the "HSR Approval"ii) material provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Laws of the jurisdictions listed in Annex III, (iii) applicable requirements of the MBCA, (iv) the qualification of the CVR Agreement under the Trust Indenture Act of 19761939, as amended (the "HSR “Trust Indenture Act") and the rules and regulations thereunder”), if required by Law, and the (v) any such consent, approval, authorization, permit, action, filing and recordation of the Merger Documents as required by the Corporate Code and except where or notification the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notifications obtain would not otherwise have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company the CCI Parties do not, and the performance of this Agreement by Company shall and its obligations hereunder will not, (i) conflict with or violate any provision of (A) the Company Charter DocumentsCCI Governing Documents or (B) any equivalent organizational or governing documents of any other CCI Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.3(b) belowhave been obtained, to the Knowledge of the Companyall filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company CCI or any CCI Subsidiary or by which its any property or asset of CCI or any of their respective properties CCI Subsidiary is bound or affectedbound, or (iii) result except as set forth in any breach Section 5.3(a)(iii) of the CCI Disclosure Letter, with or constitute a default (or an event that with notice or without notice, lapse of time or both would become both, constitute or result in a default) underbreach or violation of, or materially impair Company's rights or alter the rights or obligations of any third party a default under, or give rise to others any rights Lien, acceleration of remedies, right of termination, amendmentpurchase, acceleration first offer or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company pursuant toforced sale under, any material noteContract of CCI or any CCI Subsidiary, bondexcept, mortgageas to clauses (ii) and (iii) above, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in for any case for such conflicts, violations, breaches, defaults or other occurrences that could which, individually or in the aggregate, would not reasonably be expected to have a CCI Material Adverse Effect on the CompanyEffect. (b) The execution and delivery of this Agreement by Company each of the CCI Parties do not, and the performance of this Agreement by Company shall each of the CCI Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for applicable requirements, if any, (i) the filing of the pre-merger notification requirements (Form S-4 and the "HSR Approval") declaration of effectiveness of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") Form S-4 and the rules filing of such other reports under or compliance with the Exchange Act and regulations thereunderthe Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with, and the filing and recordation acceptance for record of the Articles of Merger Documents by, the SDAT pursuant to the MGCL and the MLLCA, (iii) the filing of the Certificate of Merger with, and the acceptance for record of the Certificate of Merger by, the Delaware Secretary pursuant to the DRULPA, (iv) such filings and approvals as may be required by the Corporate Code any applicable state securities or “blue sky” Laws and except (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, would not otherwise reasonably be expected to have a CCI Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery or performance of the LOI, the POA or this Agreement by Company do notCyberonics or the consummation by Cyberonics of the transactions contemplated by the LOI, the POA and the performance of this Agreement by Company shall not, (including the Mergers) will: (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with obtaining the requirements set forth in Section 2.5(b) below, to the Knowledge of the CompanyCyberonics Stockholder Approval, conflict with or violate any lawprovision of the Cyberonics Charter or the Cyberonics Bylaws or any equivalent organizational or governing documents of any Cyberonics Subsidiary; (ii) assuming that all consents, ruleapprovals and authorizations described in Section 3.04(b) have been obtained and all filings and notifications described in Section 3.04(b) have been made and any waiting periods thereunder have terminated or expired, regulation, order, judgment conflict with or decree violate any Law applicable to Company Cyberonics or by which its any Cyberonics Subsidiary or any of their respective properties is bound or affected, assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) undertime, or materially impair Company's rights both), or alter the rights or obligations of any third party under, result in termination or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on Lien (other than a Cyberonics Permitted Lien) upon any of the respective properties or assets of Company Cyberonics or any Cyberonics Subsidiary pursuant to, to any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Cyberonics or any Cyberonics Subsidiary is a party or by which Company any property or its properties are asset of Cyberonics or any Cyberonics Subsidiary is bound or affectedaffected or any Cyberonics Permit, except in with respect to clauses (ii) and (iii), for any case for such conflicts, violations, consents, breaches, defaults or losses, changes of control, defaults, other occurrences or Liens that could would not reasonably be expected to have have, individually or in the aggregate, a Cyberonics Material Adverse Effect on the CompanyEffect. (b) The execution and None of the execution, delivery or performance of the LOI, the POA or this Agreement by Company do notCyberonics or the consummation by Cyberonics of the transactions contemplated by the LOI, and the performance of POA or this Agreement by Company shall not(including the Mergers) will require (with or without notice or lapse of time, require or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any courtGovernmental Entity with respect to Cyberonics or any Cyberonics Subsidiary or any of their respective assets, administrative agencyother than (i) the filing of the Certificate of Cyberonics Merger with the Secretary of State of the State of Delaware, commission(ii) the filing of a premerger notification and report form under the HSR Act with the related attachments and exhibits (the “HSR Act Filing”) and the receipt, governmental termination or regulatory authorityexpiration, domestic as applicable, of waivers, consents, approvals, waiting periods or agreements required under the HSR Act, the Competition Act or any other applicable U.S. or foreign competition, antitrust, merger control or investment Laws (a "Governmental Entity"together with the HSR Act and the Competition Act, “Antitrust Laws”), except for (iii) compliance with the applicable requirements, if any, requirements of the pre-merger notification requirements Exchange Act, (the "HSR Approval"iv) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, filings as amended (the "HSR Act") and may be required under the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code NASDAQ and except (v) where the failure to obtain such consents, approvals, authorizations or permitspermits of, or to make such filings filings, registrations with or notifications to, any Governmental Entity would not otherwise have reasonably be expected to have, individually or in the aggregate, a Cyberonics Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any provision of the Company Charter Documentscertificate or articles of incorporation, as the case may be, or bylaws of Parent or Merger Sub or any equivalent organizational documents of any other Parent Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or any other Parent Subsidiary or by which its any property or asset of Parent, Merger Sub or any of their respective properties other Parent Subsidiary is bound or affected, affected or (iii) except as set forth in Section 5.05(a) of the Parent Disclosure Schedule, result in any breach of or constitute a 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent, Merger Sub or assets of Company any other Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation obligation, except, with respect to which Company is a party or by which Company or its properties are bound or affectedclauses (ii) and (iii), except in for any case for such conflicts, violations, breaches, defaults or other occurrences that which could not reasonably be expected expected, individually or in the aggregate, (A) to have a Parent Material Adverse Effect on or (B) to prevent or materially delay the Companyperformance by Parent or Merger Sub of its obligations pursuant to this Agreement or the consummation of the Merger. (b) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance by Parent and Merger Sub of this Agreement by Company shall their respective obligations hereunder and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by Parent or Merger Sub with or notification by Parent or Merger Sub to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for (i) pursuant to applicable requirements, if any, requirements of the pre-merger notification requirements (Exchange Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Securities Act, as amended (the "HSR Act") and Blue Sky Laws, the rules and regulations thereunderof the NYSE, state takeover laws, the premerger notification requirements of the HSR Act, if any, and the filing and recordation of the Articles of Merger Documents as required by the Corporate Code Business Corporation Act and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would notifications, could not otherwise reasonably be expected, individually or in the aggregate, (A) to have a Parent Material Adverse EffectEffect or (B) to prevent or materially delay the performance by Parent or Merger Sub of its obligations pursuant to this Agreement or the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.6(a) of the Paladin Disclosure Schedule, the execution and delivery of this Agreement by Company do Paladin and Paladin OP does not, and the performance of this Agreement by Company shall their respective obligations hereunder will not, (i) conflict with or violate (1) the Company Charter DocumentsPaladin Charter, (2) the Paladin Bylaws, (3) the Paladin OP Agreement, (4) the certificate of limited partnership of Paladin OP or (5) the organizational documents of any Subsidiary, as amended or supplemented, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment Law or decree Order applicable to Company Paladin, Paladin OP or any Subsidiary or by which its any property or asset of Paladin, Paladin OP or any of their respective properties Subsidiary is bound or affectedbound, or (iii) require any consent or result in any violation or breach of or constitute a default (with or an event that with without notice or lapse of time or both would become both) a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, default (or give to others any rights right of termination, amendment, acceleration or cancellation ofor any right to purchase or sell assets or equity) under, result in the loss of any material right or benefit under, or result in the triggering of any payments or result in the creation of a lien Lien or other encumbrance on any property or asset of the properties Paladin, Paladin OP or assets of Company any Subsidiary or pursuant to, any material noteof the terms, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise conditions or other instrument or obligation provisions of any Material Contract to which Company Paladin, Paladin OP or any Subsidiary is a party or by which Company it or any of its respective properties are bound or affectedassets may be bound, except except, with respect to clauses (i)(3), (ii) and (iii), any matter, event or consequence described herein that would not, individually or in any case for such conflictsthe aggregate, violations, breaches, defaults (A) prevent or materially delay consummation of the Partnership Merger and the other occurrences that could not transactions contemplated by this Agreement or (B) reasonably be expected to have a Property Material Adverse Effect on the CompanyEffect. (b) The execution and delivery by Paladin and Paladin OP of this Agreement by Company do does not, and the performance of this Agreement by Company shall its obligations hereunder will not, require any consent, approval, authorization or permit ofConsent, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except (i) for (A) applicable requirements, if any, of the pre-merger notification requirements Exchange Act, (B) the filing with the Securities and Exchange Commission (the "HSR Approval"“SEC”) of a proxy statement relating to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, Partnership Merger to be sent to Paladin’s shareholders (as amended (or supplemented from time to time, the "HSR Act"“Paladin Proxy Statement”) and other written communications that may be deemed “soliciting materials” under Rule 14a-12 promulgated under the rules and regulations thereunderExchange Act, (C) the filing of the Partnership Merger Certificate with, and the filing acceptance for record thereof by, the Delaware SOS, and recordation (D) such filings as may be required in connection with the payment of the Merger Documents as required by the Corporate Code any Transfer Taxes, and except (ii) where the failure to obtain such consents, approvals, authorizations Consent or permits, or to make such filings or notifications would not otherwise not, individually or in the aggregate, (A) prevent or materially delay consummation of the Partnership Merger and the other transactions contemplated by this Agreement or (B) reasonably be expected to have a Property Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Acquiror do not, and the performance of this Agreement by Company shall Acquiror will not, (i) conflict with or violate the Company Acquiror Charter Documents, Documents or the equivalent organizational documents of any of Acquiror's subsidiaries; (ii) subject to obtaining the approval of Acquiror's shareholders of the Share Issuance and Restructuring, of the Supreme Court of Nova Scotia of the Plan of Arrangement, and compliance with the requirements set forth in Section 2.5(b4.6(b) below, to the Knowledge of the Companyconflict with, conflict with or violate result in any violation of, any law, rule, regulation, order, judgment or decree applicable to Company Acquiror or any of its subsidiaries or by which either Acquiror or any of its subsidiaries or any of their respective properties is bound or affected, except that which could not reasonably be expected to have a Material Adverse Effect with respect to Acquiror; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair CompanyAcquiror's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material lien or encumbrance on any of the properties or assets of Company Acquiror or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Acquiror or any of its subsidiaries is a party or by which Company Acquiror or any of its subsidiaries or its or any of their respective properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that which could not reasonably be expected to have a Material Adverse Effect on the Companywith respect to Acquiror. (b) The execution and delivery of this Agreement by Company Acquiror do not, and the performance of this Agreement by Company shall Acquiror will not, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the pre-merger notification requirements (Securities Act, the "Exchange Act, Blue Sky Laws, HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunderof Nasdaq, and state takeover laws, the filing and recordation of the Certificate of Merger Documents as required by Delaware Law and the Corporate Code issuance of a Certificate of Arrangement under Nova Scotia law, and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise reasonably be expected to have a Material Adverse EffectEffect on Acquiror or a material adverse effect on the ability of Acquiror to perform its obligations under this Agreement or prevent consummation of the Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Canadian Sub and the Stock Option Agreement by Parent do not, and the performance of this Agreement by Company Parent and Canadian Sub and the Stock Option Agreement by Parent shall not, (i) conflict with or violate the Company Charter DocumentsCertificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any of its subsidiaries, (ii) subject to compliance with the requirements set forth in Section 2.5(b3.3(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or any of its subsidiaries or by which its it or any of their respective properties is are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair CompanyParent's or any such subsidiary'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 of the properties or assets of Company Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or any of its subsidiaries is a party or by which Company Parent or any of its subsidiaries or its or any of their respective properties are bound or affected, except in any case for to the extent such conflictsconflict, violationsviolation, breachesbreach, defaults default, impairment or other occurrences that effect could not in the case of clauses (ii) or (iii) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyParent. (b) The execution and delivery of this Agreement by Company Parent and Canadian Sub and the Stock Option Agreement by Parent do not, and the performance of this Agreement by Company Parent and Canadian Sub shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign Governmental Entity except (a "Governmental Entity"), except i) for applicable requirements, if any, of the United States 1933 Act; the United States 1934 Act; the securities laws of various states within the United States and various provinces of Canada; the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and of 1976, as amended (the "HSR Act") foreign governmental entities and the rules and regulations thereunder, ; the rules and regulations of Nasdaq; the filing required under the Competition Act (Canada); the filing required with Industry Canada under the Investment Canada Act (Canada); and recordation of the Merger Documents as required by the Corporate Code and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, (x) would not prevent consummation of the Arrangement or otherwise prevent Parent or Canadian Sub from performing their respective obligations under this Agreement or (y) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Parent. (c) Parent, together with its affiliates, does not have assets in Canada in the aggregate as at March 31, 1999, or gross revenues from sales in, from or into for the year ended March 31, 1999, in, from or into Canada, that exceed in any such case $350,000,000, respectively, in aggregate value as determined in accordance with the Notifiable Transaction Regulations promulgated under the Competition Act (Canada). Assuming the accuracy of the representations and warranties contained in Section 2.5(c), there is no pre-notification requirement of Parent under the Competition Act (Canada) in connection with the Arrangement.

No Conflict; Required Filings and Consents. (a) The execution Subject to the approval by the stockholders of Parent of the Parent Stockholder Matters, neither the execution, delivery nor performance by Parent, First Merger Sub and delivery Second Merger Sub of this Agreement by Company do notor the other Transaction Agreements to which each of them is a party, and nor the performance consummation of this Agreement by Company shall not, the Transactions shall: (i) conflict with or violate the Company Charter their respective Governing Documents, ; (ii) subject assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to compliance with the requirements set forth in Section 2.5(b5.5(b) below, to the Knowledge of the Companyare duly and timely obtained or made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, Applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's their respective rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien (other than any Permitted Lien) on any of the properties or assets of Company Parent or any of its Subsidiaries pursuant to, any material noteContracts, bondexcept, mortgagewith respect to clause (iii), indentureas would not, contractindividually or in the aggregate, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. (b) The execution and delivery by each of Parent, First Merger Sub and Second Merger Sub of this Agreement by Company do and the other Transaction Agreements to which it is a party, does not, and the performance of this Agreement by Company shall its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except except: (i) for the filing of the Certificates of Merger in accordance with the DGCL and DLLCA, as applicable; (ii) for applicable requirements, if any, of the pre-merger notification requirements (Securities Act, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Exchange Act, as amended (the "HSR Act") blue sky laws, foreign securities laws and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which Parent is qualified to do business; (iii) for the filing of any notifications required under the HSR Act, any filings required pursuant to antitrust laws and recordation the expiration of the Merger Documents as required by the Corporate Code waiting periods thereunder; and except (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not otherwise have a Material Adverse Effectnot, individually or in the aggregate, reasonably be expected to be material to Parent or reasonably be expected to prevent or materially delay or materially impair the consummation of the Transactions or the ability of Parent to perform its obligations under this Agreement or the other Transaction Agreements.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery performance by the Buyer Parties of this Agreement by Company and the other Transaction Documents to which they are a party do not, and the performance of this Agreement consummation by Company shall not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge Buyer Parties of the Companytransactions contemplated herein and therein do not and will not: (A) violate, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affectedwith, or (iii) result in any breach of any provisions of the charter, bylaws, certificate of formation or operating agreement of either of the Buyer Parties; (B) violate, conflict with or result in a violation or breach of, or constitute a default (or an event that that, with or without due notice or lapse of time or both both, would become a default) under, require any consent of or materially impair Company's rights or alter the rights or obligations of notice to any third party underPerson pursuant to, or 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 the Buyer Parties under, or result in the creation of a lien or encumbrance any Lien, on any property, asset or right of the properties Buyer Parties pursuant to the terms conditions or assets provisions of Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company any Buyer Party is a party party; or (C) violate any Applicable Law (including the Communications Laws) binding upon the Buyer Parties or by which Company or its properties are bound or affectedto which a material portion of the Buyer Parties’ respective assets is bound; except, except in any case for with respect to clauses (B) and (C), such violations, conflicts, violations, breaches, breaches or defaults or as would not interfere with the ability of the Buyer Parties to perform their respective obligations under this Agreement and the other occurrences that could not reasonably be expected Transaction Documents to have which they are a Material Adverse Effect on the Companyparty. (bii) The execution Buyer Parties are legally qualified to directly or indirectly own the Company’s Subsidiaries that hold the Telecommunications Licenses. (A) No consent of any Governmental Authority is required by the Buyer Parties in connection with the execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall notand the other Transaction Documents to which the Buyer Parties are a party or the consummation of the transactions contemplated herein or therein and (B) the Buyer Parties are not required to file, require seek or obtain any consentnotice, registration, authorization, approval, authorization order, waiver, permit or permit ofconsent of or with any Governmental Authority in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents to which the Buyer Parties will be a party or filing with the consummation of the transactions contemplated hereby or notification tothereby or in order to prevent the termination of any right, any courtprivilege, administrative agency, commission, governmental license or regulatory authority, domestic or foreign (a "Governmental Entity")qualification of the Company, except for applicable requirements(i) any filings required to be made under the HSR Act, if any, (ii) the filing of the pre-merger notification requirements (Certificate of Merger with the "HSR Approval") Secretary of State of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act State of 1976, as amended Delaware and (iii) the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectSpecified Governmental Approvals.

No Conflict; Required Filings and Consents. (a) The execution executions and delivery of this Agreement by Company Parent and Purchaser do not, not and the performance of this Agreement by Company shall Parent and Purchaser will not, : (i) conflict with or violate the Company Charter Documentsrespective articles of incorporation or by-laws of Parent or Purchaser; (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) subject to compliance with the requirements set forth and (iii) of subsection (b) below have been obtained and all filings described in Section 2.5(b) below, to the Knowledge of the Companysuch clauses have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company Parent or Purchaser or by which its either of them or any of their respective properties is are bound or affected, ; or (iii) result in any breach 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) under, or materially impair Company's rights or alter result in the rights or obligations loss of any third party 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 properties property or assets of Company Parent or Purchaser pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company Parent or Purchaser is a party or by which Company Parent or its Purchaser or any of their respective properties are bound or affected, except except, in the case of clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected which are not, individually or in the aggregate, likely to have a Material Adverse Effect on prevent or materially delay the Companyconsummation of the Offer or the Merger. (b) The execution execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, Parent and Purchaser do not and will not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign except (a "Governmental Entity"), except i) for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 1976, as amended (the "HSR Act") and the rules and regulations promulgated thereunder, the HSR Act, state securities, takeover and "blue sky" laws, (ii) the filing and recordation of the Merger Documents appropriate merger or other documents as required by the Corporate Code DGCL, and except where the failure to obtain (iii) such consents, approvals, authorizations or authorizations, permits, or to make such actions, filings or notifications would not otherwise have a Material Adverse Effectthe failure of which to make or obtain are not, individually or in the aggregate, likely to prevent the consummation of the Offer or the Merger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance of this Agreement by Company shall Parent and Merger Sub will not, and the consummation of the Transactions by Parent and Merger Sub will not, (i) conflict with or violate the Company Charter DocumentsArticles or Certificate of Incorporation or By-laws or other organizational documents of either Parent or Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 2.5(b4.03(b) below, to the Knowledge of the Companyhave been obtained and that all filings and other actions described in Section 4.03(b) have been made or taken, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Merger Sub or by which its any property or any asset of their respective properties either of them is bound or affectedsubject, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require any consent, approval or other action of any person under, or result in the creation of a lien or encumbrance Lien on any property or asset of the properties Parent or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Parent or Merger Sub is a party or by which Company Parent or its properties are Merger Sub or any property or asset of either of them is bound or affectedsubject, except in except, with respect to clauses (ii) and (iii), for any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on which would not, individually or in the Companyaggregate, prevent or materially delay consummation of the Transactions or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance of this Agreement by Company shall Parent and Merger Sub will not, and the consummation of the Transactions by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, license from or filing with filing, declaration or registration with, or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for (i) applicable requirementsrequirements of the Exchange Act or, if any, of Blue Sky Laws, (ii) the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act", (iii) and the rules and regulations thereunder, and the filing and recordation of the Merger Documents appropriate merger documents as required by the Corporate Code DGCL, (iv) the consents, filings, approvals or notifications, including insurance regulatory filings and except approvals, listed in Schedule 4.03(b) of the letter delivered by Parent to the Company concurrently with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), and (v) where the failure to obtain such consents, approvals, authorizations authorizations, permits or permitslicenses, or to make such filings filings, declarations, registrations or notifications notifications, would not not, individually or in the aggregate, prevent or materially delay consummation of the Transactions, or otherwise have a Material Adverse Effectprevent Parent or Merger Sub from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance of this Agreement by Company shall Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, (i) conflict with or violate the Company Charter DocumentsCertificate of Incorporation or Bylaws of Parent or Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b4.04(b) below, to the Knowledge of the Companyhave been obtained and all filings and other actions described in Section 4.04(b) have been made or taken, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or Merger Sub or by which its any property or any asset of their respective properties either of them is bound or affected, or (iii) except as set forth in Section 4.04(a)(iii) of the Parent Disclosure Schedule, 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 both, would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any property or asset of the properties Parent or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Company Parent or Merger Sub is a party or by which Company Parent or its properties are Merger Sub or any property or asset of either of them is bound or affected, except in any case for such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery of this Agreement by Company Parent and Merger Sub do not, and the performance of this Agreement by Company shall Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity")Authority, except for (i) applicable requirements, if any, of the pre-merger notification requirements Exchange Act, (the "HSR Approval"ii) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any filings required under the rules and regulations thereunderof the New York Stock Exchange (the “NYSE”), and (iii) the filing and recordation of the Merger Documents (A) appropriate merger documents as required by the Corporate Code DGCL and except (B) appropriate documents with the relevant authorities of other states in which the Company or any of the Subsidiaries is qualified to do business, (iv) the notification requirements of the HSR Act, and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise have a Material Adverse Effectprevent Parent or Merger Sub from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement by Company shall will not, (i) conflict with or, result in a breach of, constitute a default under, or violate the Company Charter Documentscertificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 2.5(b4.4(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Merger Sub or by which its or any of their respective its properties is bound or affectedbound, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance any Encumbrance on any of the properties or assets of Company Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise or other instrument or obligation to which Company Merger Sub is a party or by which Company Merger Sub or any of its properties are bound or affectedassets is bound, except except, in the case of clauses (ii) and (iii) above for any case for such conflicts, violations, breaches, defaults defaults, accelerations or other occurrences that could would not reasonably be expected to have a Material Adverse Effect on prevent the Companyconsummation of the Merger or delay same in any material respect or otherwise prevent Merger Sub from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by Company do Merger Sub does not, and the performance of this Agreement by Company shall Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for (A) applicable requirements of the HSR Act and state blue sky Laws, (B) applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976consents, as amended (the "HSR Act") and the rules and regulations thereunderapprovals, authorizations or permits described in Schedule 4.4, and the (C) filing and recordation of the Merger Documents appropriate merger documents as required by the Corporate Code Delaware Law and except (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, would not prevent the consummation of the Merger or delay the same in any material respect or otherwise have a Material Adverse Effectprevent Merger Sub from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Colonial Disclosure Letter, the execution and delivery of this Agreement by Company do each of Colonial and Colonial LP does not, and the performance of this Agreement by Company shall their respective obligations hereunder will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge assuming receipt of the CompanyColonial Shareholder Approval, conflict with or violate any lawprovision of (A) the Colonial Declaration of Trust or Colonial Bylaws (B) the Colonial LP Agreement or the certificate of limited partnership of Colonial LP or (C) any equivalent organizational or governing documents of any other Colonial Subsidiary, rule(ii) assuming that all consents, regulationapprovals, orderauthorizations and permits described in Section 4.5(b) have been obtained, judgment all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or decree expired, conflict with or violate any Law applicable to Company Colonial or any Colonial Subsidiary or by which its any property or asset of Colonial or any of their respective properties Colonial Subsidiary is bound or affectedbound, or (iii) assuming receipt of the Colonial Shareholder Approval, require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of Colonial or any Colonial Subsidiary under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation (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 or encumbrance Lien on any property or asset of the properties Colonial or assets of Company any Colonial Subsidiary pursuant to, any material note, bond, mortgagedebt instrument, indenture, contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which Company Colonial or any Colonial Subsidiary is a party or by which Company or its properties are bound or affectedparty, except in except, as to clauses (i)(C), (ii) and (iii), respectively, for any case for such conflicts, violations, breaches, defaults or other occurrences that could which, individually or in the aggregate, would not reasonably be expected to have a Colonial Material Adverse Effect Effect. Notwithstanding the foregoing, no representations and warranties shall be deemed to have been made under Section 4.5(a)(iii) with respect to the agreements (other than the Colonial LP Agreement) listed on Section 4.12(g) of the CompanyColonial Disclosure Letter. (b) The execution and delivery of this Agreement by Company do each of Colonial and Colonial LP does not, and the performance of this Agreement by Company shall each of Colonial and Colonial LP will not, require any consent, approval, authorization or permit of, or filing with or notification to, any courtGovernmental Authority, administrative agencyexcept (i) the filing with the SEC of (A) the Joint Proxy Statement in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of MAA Common Stock in the Parent Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"the “Form S-4”), except for applicable requirements, if any, and declaration of effectiveness of the pre-merger notification requirements Form S-4, and (B) such reports under, and other compliance with, the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 1976, as amended (the "HSR Act") and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of (x) the articles of merger with respect to the Parent Merger with the Office of the Secretary of State for the State of Alabama and the Office of the Secretary of State for the State of Tennessee and (y) appropriate documents with the relevant authorities of the other jurisdictions in which Colonial and MAA and their respective Subsidiaries are qualified to do business, (iv) the filing of the certificate of merger with respect to the Partnership Merger with the Secretary of State of the State of Delaware, (vi) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws (vi) such filings as may be required in connection with Transfer Taxes, and the filing and recordation of the Merger Documents as required by the Corporate Code and except (vii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications notifications, individually or in the aggregate, would not otherwise reasonably be expected to have a Colonial Material Adverse Effect.

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, and (ii) for the filing and recordation of the Certificate of Merger, as required by Delaware Law, neither the execution and delivery of this Agreement by Company do notRoyal Ahold, Parent and Purchaser, nor the performance consummation by Royal Ahold, Parent and Purchaser of the transactions contemplated hereby, shall require, on the part of Royal Ahold, Parent or Purchaser, any filing with, or obtaining of, any permit, authorization, consent or approval of, any Governmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to make or obtain could not reasonably be expected to materially impair the ability of Royal Ahold, Parent or Purchaser to consummate the transactions contemplated hereunder. (b) Neither the execution and delivery of this Agreement by Company Royal Ahold, Parent or Purchaser, nor the consummation by Royal Ahold, Parent or Purchaser of the transactions contemplated hereunder, shall not, (i) conflict with or violate result in a breach of the Company Charter Documentscertificate of incorporation or by-laws of Parent or Purchaser or the comparable governing documents of Royal Ahold, (ii) subject to compliance with the requirements set forth in Section 2.5(b) below, to the Knowledge of the Company, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or by which its or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of or constitute a default (with or an event that with without due notice or lapse of time or both would become a default) undertime, or materially impair Company's rights or alter the rights or obligations of any third party both) a default under, or give rise to others any rights right of termination, amendmentcancellation, suspension, modification or acceleration or cancellation ofunder, or result in the creation of a lien or encumbrance on under, any of the properties terms, conditions or assets of Company pursuant provisions of, or otherwise require the consent or waiver of, or notice to, any other party under, any material bond note, bond, mortgage, indenture, contractother evidence of indebtedness, agreement, leaseguarantee, license, permit, franchise agreement or other contract or instrument or obligation to which Company Royal Ahold, Parent or Purchaser is a party or by which Company any of them or its any of their respective properties are bound or affectedassets is bound, except or (iii) violate any law, statute, rule, regulation, order, writ, injunction or decree applicable to Royal Ahold, Parent or Purchaser, or any of their respective properties or assets except, in any the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults or other occurrences that rights which could not reasonably be expected to have a Material Adverse Effect on materially impair the Companyability of Parent or Purchaser to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by Company Parent and Merger Sub do not, and the performance consummation of this Agreement by the Merger and the other transactions contemplated hereby, including the ownership and operation of the Company shall notand its subsidiaries following the Effective Time, will not (i) conflict with breach or violate the Company Charter Documentscertificate of incorporation or bylaws of Parent, the articles of incorporation or bylaws of Merger Sub or the comparable governing instruments of any of their respective subsidiaries, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described in Section 2.5(b) below, to the Knowledge of the Companysuch clauses have been made, conflict with or violate any lawLaw, rule, regulation, order, judgment or decree applicable to Company Parent or Merger Sub or by which its either of them or any of their respective properties is are bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Company's rights or alter result in the rights or obligations loss of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien (except a Permitted Lien) on any of the properties or material assets of Company Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contracts to which Company Parent or Merger Sub, or any Affiliate thereof, is a party or by which Company or its properties are bound or affectedparty, except in the case of clauses (ii) and (iii), for any case for such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that could occurrence which would not reasonably be expected to have a Material Adverse Effect on prevent, materially delay or materially impede the Companyconsummation by Parent or Merger Sub of the transactions contemplated hereby. (b) The execution No Consent or Filing with, any Governmental Entity or third party is required for or in connection with the execution, delivery and delivery of this Agreement by Company do not, and the performance of this Agreement by Company shall not, require any consent, approval, authorization Parent or permit of, Merger Sub or filing with the consummation by Parent or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for applicable requirements, if any, Merger Sub of the pre-merger notification requirements (transactions contemplated hereby, other than Consents and Filings that have been obtained or made by Parent or Merger Sub or the "HSR Approval") failure of which to obtain or make would not reasonably be expected to prevent, materially delay or materially impede the consummation by Parent or Merger Sub of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules and regulations thereunder, and the filing and recordation of the Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse Effecttransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any provision of the Company Charter DocumentsArticles of Association or bylaws of Parent or any equivalent organizational documents of any Parent Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and permits described in Section 2.5(b5.05(b) below, to the Knowledge of the Companyhave been obtained and all filings and notifications described in Section 5.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to Company Parent or any other Parent Subsidiary or by which its any property or asset of Parent or any of their respective properties Parent Subsidiary is bound or affected, affected or (iii) result in any breach of or constitute a 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 materially impair Company's rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the properties Parent or assets of Company any Parent Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company is a party or by which Company or its properties are bound or affectedobligation, except in any the case for such conflictsof (ii) and (iii) above as would not, violationsindividually or in the aggregate, breaches, defaults or other occurrences that could not reasonably be expected to have a Parent Material Adverse Effect or a material adverse effect on Parent's ability to consummate the Companytransactions contemplated hereby. (b) The execution and delivery of this Agreement by Company do Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement by Company shall their obligations hereunder, and the consummation of the Merger will not, require any consent, approval, authorization or permit of, or filing by Parent with or notification by Parent to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except for pursuant to applicable requirementsrequirements of the Exchange Act, the Securities Act, Blue Sky Laws, the rules and regulations of the NNM, the premerger notification requirements of the HSR Act, if any, the requirements of the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Israel Restrictive Trade Practices, as amended (the "HSR Act") and 1988, if any, filings under other competition or foreign antitrust laws, if any, filings pursuant to the rules and regulations thereunderof the NNM pertaining to the listing of Parent Common Shares, the consent of the Office of the Chief Scientist of the Israeli Ministry of Industry and Trade, filings and/or approvals under Netherlands Antilles laws in connection with the seat transfer, filings of documents as may be required under Delaware Law to effect the Domestication (as defined in Section 7.01(a)) and the change in Parent's name, and the filing and recordation of the Certificate of Merger Documents as required by the Corporate Code and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not otherwise have a Material Adverse EffectDelaware Law.