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

No Conflict; Required Filings and Consents. (i) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The executionexecution and delivery of this Agreement by Seller do not, delivery and the performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, and the consummation of the transactions contemplated hereby and therebyby Seller shall not, do not and will not: (Ai) conflict with or violate the certificate of incorporation Seller Organizational Documents or bylaws or equivalent organizational documents of such Seller; the Subsidiary Organizational Documents, (Bii) conflict with or violate any Law domestic (federal, state or local) or foreign law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) applicable to such Seller or any Seller Subsidiary or by which its or any property or asset of such Seller their respective properties is bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller or any Seller Subsidiary is a party or by which such Seller or any Seller Subsidiary or its or any of its properties, assets or rights are their respective properties is bound or affected, except, except in the case of the foregoing clauses (Bii) and (C), iii) for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair the ability of such have a Material Adverse Effect on Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsSeller Subsidiaries, taken as a whole. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery of this Agreement by Seller do not, such and the performance of this Agreement by Seller is not required to fileshall not, seek or obtain require any notice, authorizationconsent, approval, orderauthorization or permit of, permit or consent filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities or with any Governmental Authority in connection blue sky laws (“Blue Sky Laws”), the filing and recordation of appropriate merger or other documents as required by the DGCL, and prior notification filings with the executionDepartment of Justice under the Xxxx-Xxxxx-Xxxxxx Act (the “HSR Act”) and (ii) where the failure to obtain such consents, delivery and performance by approvals, authorizations or permits, or to make such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party filings or the notifications, would not prevent or delay consummation of the transactions contemplated hereby Mergers or therebyotherwise prevent Seller from performing its obligations under this Agreement, except for such filings and would not have a Material Adverse Effect on Seller and Seller Subsidiaries, taken as may be required by any applicable federal or state securities or “blue sky” lawsa whole.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Assigning Parties of this Agreement and each of the Ancillary Agreements to which such Seller the Assigning Parties will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: not (Ai) conflict with or violate the certificate Organizational Documents of incorporation or bylaws or equivalent organizational documents of such Seller; the Assigning Parties (Bii) conflict with or violate any Law applicable to such Seller the Assigning Parties or by which any property or asset of such Seller the Assigning Parties is bound or affected; or , or (Ciii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of consent, approval or notice to authorization of, or filing with or notification to, any Person pursuant to, or give to others any right rights of termination, amendment, modification, acceleration or cancellation of, result in any obligation or loss of a benefit under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemptionpenalties under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect under any rights of such Seller underTransferred Contract, or (iv) result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsAssigned Rights. (iib) Except as set forth on Schedule 4.1(c)(ii)for the consent of the Lessor to the Transfer and assignment of the Existing Lease Agreement and Lessor’s agreement to execute the New Lease Agreement, such Seller is the Assigning Parties are not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority or any other Person in connection with the execution, delivery and performance by such Seller the Assigning Parties of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws,.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller each Borrower of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyNote Documents do not, and the consummation performance of the transactions contemplated hereby its obligations hereunder and thereby, do not and thereunder will not: , (Ai) conflict with or violate the certificate of incorporation its charter or bylaws or equivalent organizational documents of such Seller; bylaws, (Bii) conflict with or violate any Law applicable to such Seller any Borrower or by which any property or asset of such Seller any Borrower is bound bound, (iii) except as described in Section 5.3(b), require any consent, notice or affected; or (C) waiver under or result in any violation or breach of, of or constitute a default (with or an event that, with without notice or lapse of time or both, would become ) a default) under, require any consent of default (or notice give rise to any Person pursuant to, give to others any right of termination, amendment, modificationacceleration, acceleration prepayment or cancellation of, allow the imposition or to a loss of any fees or penalties, require the offering or making of benefit to which 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 such Seller Borrower) under, or result in the creation triggering of any Encumbrance on payments pursuant to (A) any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, written agreement, lease, license, permitcontract, franchiseloan, instrumentnote, obligation mortgage, indenture, undertaking or other Contract commitment or obligation to which such Seller any Borrower is a party or by which such Seller it or any of its properties, properties or assets or rights are may be bound or affected, except, in the case of the foregoing clauses (B) any Permit affecting, or relating in any way to, the assets or business of any Borrower or (iv) result in the creation or imposition of any Lien or other encumbrance (except for Permitted Liens) on any property or asset of any Borrower, with respect to clauses (ii), (iii) and (C)iv) such triggering of payments, for any such conflictsLiens, encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, breachesconflicts, breaches or defaults or other occurrences thatwhich would not, individually or in the aggregate, would not materially impair reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery by the ability Borrowers of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. other Note Documents do not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization of, or filing with or notification to, any Governmental Authority, except (i) filings necessary to perfect the Liens on the Collateral granted in favor of the Parent, (ii) Except as set forth on Schedule 4.1(c)(ii)the approvals, consents, exceptions, authorizations, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) where the failure to obtain such Seller is not required consents, approvals, authorizations or permits, or to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for make such filings as may or notifications would not, individually or in the aggregate, reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Voting Agreement and each of to QLT by the Ancillary Agreements to which such Seller will be a partyStockholder does not, and the consummation performance of the transactions contemplated hereby and thereby, do not and this Voting Agreement will not: , (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (Bi) conflict with or violate any Law applicable to such Seller the Stockholder or by which any property or asset of such Seller the Stockholder is bound or affected; or , (Cii) violate or conflict with the organizational documents of the Stockholder, if applicable, or (iii) except where it would not interfere with the Stockholder’s ability to perform his, her or its obligations hereunder, result in any breach of, or constitute a default (with or an event that, with without notice or lapse of time or both, would become a default) any breach of or default under, require any consent of or notice to any Person pursuant to, give to others another party any right of termination, material 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 such Seller under, or result in the creation of any Encumbrance lien or encumbrance or restriction on any property, asset of the property or right assets of such Seller the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller the Stockholder is a party or by which such Seller the Stockholder or any of its properties, the Stockholder’s properties or assets or rights are is bound or affected, except, in the case . There is no beneficiary or holder of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults a voting trust certificate or other occurrences that, individually or in interest of any trust of which the aggregate, would not materially impair Stockholder is a trustee whose consent is required for the ability of such Seller to consummate the transactions contemplated in this Agreement execution and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Voting Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation by the Stockholder of the transactions contemplated hereby by this Voting Agreement. No proceedings are pending which, if adversely determined, will prevent or therebydelay the Stockholder’s ability to vote or dispose of any of the Owned Shares. (b) The execution and delivery of this Voting Agreement by the Stockholder does not, and the performance of this Voting Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any third party or any governmental or regulatory authority, domestic or foreign, except for where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings as may be required by any applicable federal or state securities notifications, would not interfere with the Stockholder’s ability to perform his, her or “blue sky” lawsits obligations hereunder.

No Conflict; Required Filings and Consents. (ia) The executionExcept as set forth in Section 3.5 of the DOCP Disclosure Schedule, the execution and delivery and performance by such Seller of this Agreement by DOCP do not, and each the performance of the Ancillary Agreements to which such Seller will be a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and by DOCP will not: , (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; DOCP or any DOCP Subsidiary, (Bii) conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller DOCP or any DOCP Subsidiary or by which any property or asset of such Seller DOCP or any DOCP Subsidiary is bound or affected; or affected or (Ciii) result in any breach of, of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, require any consent result in the loss of a material benefit under, or notice to any Person pursuant to, give to others any right of termination, amendment, modificationacceleration, acceleration increased payments 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 such Seller under, or result in the creation of any Encumbrance a lien or other encumbrance on any property, property or asset of DOCP or right of such Seller any DOCP Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller DOCP or any DOCP Subsidiary is a party or by which such Seller DOCP or any DOCP Subsidiary or any property or asset of its properties, assets DOCP or rights are any DOCP Subsidiary is bound or affected, except, in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatas could not reasonably be expected to, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a DOCP Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery of this Agreement by DOCP do not, such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with and the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby by DOCP will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a "Governmental Entity"), except (i) for (A) applicable filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (B) the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), if applicable, and (C) the filing and recordation of appropriate merger and similar documents as required by the New York Law and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings as may or notifications, could not reasonably be required by any applicable federal expected to, individually or state securities or “blue sky” lawsin the aggregate, have a DOCP Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller each of the Acquiror and Sub of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws of the Acquiror or equivalent organizational documents of such SellerSub; (Bii) conflict with or violate any Law applicable to such Seller the Acquiror or Sub or by which any property or asset of such Seller the Acquiror or Sub is bound or affected; or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, under or require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any material note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller the Acquiror or Sub is a party or by which such Seller the Acquiror or Sub or any of its their respective properties, assets or rights are bound or affected, except, ; except in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatas to matters that could not, individually or in the aggregate, would not materially impair reasonably be expected to have a material adverse effect on the ability of such Seller the Acquiror or Sub to consummate the transactions contemplated in perform its obligations under this Agreement and or the Ancillary AgreementsAgreements to which it will be a party. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither the Acquiror nor Sub is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Acquiror and Sub of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or thereby, except for (i) any filings required to be made under the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance of the Transaction Documents by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyAcquiror Companies does not, and the consummation of the transactions contemplated hereby and thereby, do not and by the Transaction Documents will not: , (Ai) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws Bylaws, or the equivalent organizational documents documents, in each case as amended or restated, of such Seller; Acquiror or Merger Sub, (Bii) conflict with or violate in any Law material respect any material Laws applicable to such Seller Acquiror or any of Acquiror's subsidiaries or by or to which any property or asset of such Seller their properties is bound or affected; or subject or (Ciii) result in any breach of, of or constitute a default (or an event that, that with or without notice or lapse of time or both, both would become a default) in any material respect under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller Acquiror or any of Acquiror's subsidiaries pursuant to, any notematerial Contract to which Acquiror or any of Acquiror's subsidiaries is a party or by or to which Acquiror or any of Acquiror's subsidiaries or any of their respective properties is bound or subject. (b) The execution and delivery of the Transaction Documents by each of the Acquiror Companies does not, bondand the performance of the Transaction Documents by each of the Acquiror Companies will not, mortgage, indenture, agreement, leaserequire any of the Acquiror Companies to obtain any consent, license, permit, franchisewaiver approval, instrumentauthorization or order of, obligation or to make any filing with or notification to, any Governmental Entities or other Contract person or entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and the HSR Act and the filing and recordation of appropriate merger documents as required by the DGCL, and (ii) for such consents, licenses, permits, waivers, approvals, authorizations, orders, filings or notifications, the failure of which to be made or obtained will not have individually or in the aggregate an Acquiror Material Adverse Effect or impair or delay the transactions contemplated by the Transaction Documents. (a) Since December 31, 1998, Acquiror has filed on a timely basis all forms, reports, statements, schedules and other documents required to be filed with the SEC (collectively referred to as the "Acquiror SEC Reports"). As of the time each of the Acquiror SEC Reports was filed with the SEC (or, if amended or superseded by a later filed Acquiror SEC Report, then on the date of such filing), the Acquiror SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder and (ii) did not (except with respect to the subject matter of any exhibit thereto, as to which no representation is made) (A) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or (B) omit to state a material fact that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Acquiror contained in the Acquiror SEC Reports (i) complied in all material respects, as of the time of their filing with the SEC (or, if amended or superceded by a later filed Acquiror SEC Report, then on the date of such Seller is a party or by which such Seller or any filing), with the published rules and regulations of its propertiesthe SEC, assets or rights are bound or affected, (ii) were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the foregoing clauses SEC) applied on a consistent basis throughout the periods involved (except (A) to the extent required by changes in generally accepted accounting principles, and (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of Acquiror and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (subject, in the case of unaudited consolidated financial statements, to normal year-end audit adjustments), except that any applicable federal or state securities or “blue sky” lawspro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial position of Acquiror and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery by Parent and performance by such Seller each Existing Guarantor of this Agreement and each of the Ancillary Agreements Financing Documents to which such Seller will be it is a partyparty do not, and the consummation performance by Parent and each Existing Guarantor of its respective obligations under each of the transactions contemplated hereby and thereby, do not and Financing Documents will not: , (Ai) conflict with or violate the certificate of incorporation or bylaws of Parent or equivalent organizational documents any of such Seller; its Subsidiaries, (Bii) conflict with or violate in any material respect any Law applicable to such Seller Parent or any of its Subsidiaries or by which any property or asset of such Seller Parent or any of its Subsidiaries is bound or affected; or , or (Ciii) conflict with, result in any material breach of, of or constitute a material default (or an event that, which with notice or lapse of time or both, both would become a default) under, require any consent of consent, approval or notice to any Person pursuant tounder, give to others any 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 such Seller under, or result in the creation of any Encumbrance a lien or other encumbrance on any property, material property or asset of Parent or right any of such Seller its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Parent or any of its Subsidiaries is a party or by which such Seller any material property or asset of Parent or any of its properties, assets or rights are Subsidiaries is bound or affected, except, except in the case of the foregoing clauses (Bii) and (C), iii) for any such conflicts, violations, breaches, defaults defaults, consents, approvals, notices or other occurrences rights that, individually or in the aggregate, would could not materially impair reasonably be expected to have a Material Adverse Effect and, except in the ability case of such Seller to consummate clause (iii), for the transactions liens contemplated in this Agreement and by the Ancillary AgreementsFinancing Documents. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery by Parent and each Existing Guarantor of each of the Financing Documents to which it is a party do not, such Seller is not required to fileand the performance of its respective obligations under this Agreement will not, seek or obtain require any notice, authorizationconsent, approval, order, permit permit, or consent of authorization from, or registration, notification or filing with any a Governmental Authority Entity, except for such other consents, approvals, orders, permits, authorizations, registrations, notifications or filings, which if not obtained or made could not reasonably be expected, individually or in connection with the executionaggregate, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party prevent or materially delay the consummation of the transactions contemplated hereby or therebyby this Agreement, except for such filings as may be required with Government Entities with respect to collateral contemplated by any applicable federal or state securities or “blue sky” lawsthe Financing Documents.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyby AWT do not, and the consummation performance of the transactions contemplated hereby and thereby, do not and this Agreement by AWT will not: , (Ai) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws Bylaws or equivalent organizational organization documents of such Seller; AWT or any of its Subsidiaries, (Bii)) conflict with or violate any Law United States federal, state or local or any foreign statute, rule, regulation, ordinance, code, ruling, decree, order or any other requirement or rule of law (a "Law"), applicable to such Seller AWT or by which any property or asset of such Seller AWT is bound bound, or affected; or (Ciii) 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, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance a lien or other encumbrance on any property, property or asset of AWT or right of such Seller any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller AWT or any Subsidiary is a party or by which such Seller AWT or any Subsidiary or any property or asset of its propertieseither of them is bound, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), except for any such conflicts, violations, breaches, defaults or other occurrences thatwhich would not, individually or in the aggregate, would not prevent or materially impair delay the ability performance by AWT of such Seller to consummate the transactions contemplated in any of its obligations under this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of any of the transactions contemplated hereby hereby. (b) The execution and delivery of this Agreement by AWT do not, and the performance of this Agreement by AWT will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), except (i) for such filings applicable requirements, if any, of (x) the Securities Act of 1933, as may be required by any applicable federal amended (the "Securities Act"), (y) the Securities Exchange Act of 1934 (the "Exchange Act"), or (z) state securities or “"blue sky” laws" laws ("Blue Sky Laws"), (ii) compliance with the rules and regulations of the AMEX, (iii) the filing of the Charter Amendment with the Secretary of State of the State of Delaware, and (iv) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the performance by AWT of any of its obligations under this Agreement or the consummation of any of the transactions contemplated by this Agreement. The term "Material Adverse Effect" means any change or effect that is or is reasonably likely to be materially adverse to the business, operations, properties, financial condition, prospects, assets or liabilities of AWT and the Subsidiaries taken as a whole.

No Conflict; Required Filings and Consents. (i) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Company Preferred A Shares) will not and will not: (A) conflict with or violate result in a violation of the certificate of incorporation or bylaws of the Company, the terms of any equity instrument of the Company or equivalent any of the Company Subsidiaries or any of the organizational documents of such Seller; the Company or any of the Company Subsidiaries or (B) conflict with, or constitute a default (or an event which with notice or violate lapse of time or both would become a default) under, or give to others any Law rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of the Company Subsidiaries is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws, rules, and regulations) applicable to such Seller the Company or any of its Subsidiaries or by which any property or asset of such Seller the Company or any of the Company Subsidiaries is bound or affected; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any under applicable federal or state securities or “blue skyBlue Sky” lawslaws of the states of the United States, and as described on Schedule 4(c)(ii), neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or, make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Exchange Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations (which the Company is required to obtain pursuant to the preceding sentence) have been obtained or effected, or will have been obtained or effected, on or prior to the Closing Time (except for those required to be obtained or effected after the Closing Time, which will be obtained or effected within the time periods prescribed by applicable law), and the Company and the Company Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.

No Conflict; Required Filings and Consents. (ia) The executionAssuming satisfaction of all applicable requirements referred to in Section 3.3(b) below, the execution and delivery and performance by such Seller of this Agreement by the Parent and each of the Ancillary Agreements to which such Seller will be a partyPurchaser, the compliance by the Parent and the Purchaser with the provisions hereof and the consummation by the Parent and the Purchaser of the transactions contemplated hereby and thereby, do will not and will not: (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or ruling applicable to such Seller the Parent or by which any property of its Subsidiaries or asset any of such Seller is bound their properties, or affected; or (C) conflict with, violate or 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, require any consent of or notice to any Person pursuant to, give to others any right rights of termination, amendment, modification, cancellation or acceleration or cancellation of, allow or the imposition loss 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 such Seller a benefit under, or result in the creation of any Encumbrance a lien, security interest, charge or encumbrance on any propertyof the properties or assets of the Parent or any of its Subsidiaries pursuant to (i) the organizational documents of the Parent or any of its Subsidiaries or (ii) any contract, asset or right of such Seller pursuant tolease, any agreement, note, bond, mortgage, indenture, agreementdeed of trust, leaseor other instrument or obligation, or any license, authorization, permit, certificate or other franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any than such conflicts, violations, breaches, defaults defaults, losses, rights of termination, amendment, cancellation or other occurrences thatacceleration, liens, security interests, charges or encumbrances as to which requisite waivers have been obtained or which individually or and in the aggregate, aggregate would not materially impair have a material adverse effect on the ability of such Seller the Parent and Purchaser to consummate the transactions contemplated in perform their obligations under this Agreement and the Ancillary AgreementsAgreement. (iib) Except as set forth on Schedule 4.1(c)(ii)Other than in connection with or in compliance with the provisions of the MBCL, such Seller the Exchange Act, the "blue sky" laws of various states and the HSR Act and the approvals and consents contemplated by Section 4.14, (i) neither Parent nor Purchaser is not required to file, seek or obtain submit any notice, authorizationreport, approvalregistration, order, permit declaration or consent of or other filing with any Governmental Authority Entity in connection with the execution, execution or delivery and performance by such Seller of this Agreement by Parent and each Purchaser or the performance by Parent and Purchaser of the Ancillary Agreements to which such Seller will be a party their obligations hereunder or the consummation by Parent and Purchaser of the transactions contemplated hereby by this Agreement and (ii) no waiver, consent, approval, order or therebyauthorization of any Governmental Entity is required to be obtained by the Parent or the Purchaser in connection with the execution or delivery of this Agreement by Parent and Purchaser or the performance by the Parent and the Purchaser of their obligations hereunder or the consummation by the Parent and the Purchaser of the transactions contemplated by this Agreement. None of the information supplied by Parent or Purchaser for inclusion in the Proxy Statement shall, except for such filings as may at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Special Meeting or at the Effective Time, contain any untrue statement of a material fact required to be required by any applicable federal stated therein or state securities or “blue sky” lawsnecessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading.

No Conflict; Required Filings and Consents. (i) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Company Preferred B Shares) will not and will not: (A) conflict with or violate result in a violation of the certificate of incorporation or bylaws of the Company, the terms of any equity instrument of the Company or equivalent any of the Company Subsidiaries or any of the organizational documents of such Seller; the Company or any of the Company Subsidiaries or (B) conflict with, or constitute a default (or an event which with notice or violate lapse of time or both would become a default) under, or give to others any Law rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of the Company Subsidiaries is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws, rules, and regulations) applicable to such Seller the Company or any of its Subsidiaries or by which any property or asset of such Seller the Company or any of the Company Subsidiaries is bound or affected; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any under applicable federal or state securities or “blue skyBlue Sky” lawslaws of the states of the United States, and as described on Schedule 4(c)(ii), neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or, make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Exchange Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations (which the Company is required to obtain pursuant to the preceding sentence) have been obtained or effected, or will have been obtained or effected, on or prior to the Closing Time (except for those required to be obtained or effected after the Closing Time, which will be obtained or effected within the time periods prescribed by applicable law), and the Company and the Company Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.

No Conflict; Required Filings and Consents. (ia) The execution, Neither the execution and delivery and performance by such Seller of this Agreement by Xxxxxx and each of the Ancillary Agreements to which such Seller will be a party, and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with violate any provision of Parent’s or violate the its Subsidiaries’ certificate of incorporation or bylaws (or equivalent organizational documents of documents), (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 5.3(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Seller; (B) Consent has been satisfied, conflict with or violate any Law applicable to such Seller Parent or any of its Subsidiaries (including Acquisition Sub) or by which any property or asset of such Seller Parent or any of its Subsidiaries (including Acquisition Sub) is bound or affected; or , (Ciii) result in any breach of, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, require any consent of or notice give rise to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition any Contract to which Parent or any 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 such Seller underits Subsidiaries (including Acquisition Sub) is a party, or by which any of their respective properties or assets is bound or (iv) result in the creation or imposition of any Encumbrance on Lien (other than any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or Permitted Lien) upon any of its propertiesthe properties or assets of the Parent or Acquisition Sub, assets or rights are bound or affected, exceptother than, in the case of the foregoing clauses (Bii), (iii) and (Civ), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences that, individually or in the aggregate, Lien that would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Parent Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)No Consent of, such Seller is not required to fileor registration, seek declaration or obtain any noticefiling with, authorizationor notice to, approval, order, permit or consent of or with any Governmental Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries (including Acquisition Sub) in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby, other than (i) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby or thereby(including the filing with the SEC of the Offer Documents), except for (ii) the filing of the Certificate of Merger with the Secretary in accordance with the DGCL, (iii) such filings as may be required in connection with the Taxes described in Section 8.6, (iv) such other items required solely by reason of the participation of the Company in the transactions contemplated hereby (v) compliance with and filings or notifications under the HSR Act or other Antitrust Laws, (vi) the consents and/or notices set forth on Section A(f) of the Company Disclosure Letter and (vii) such other Consents, registrations, declarations, filings or notices with or to any applicable federal Governmental Authority the failure of which to be obtained or state securities or “blue sky” lawsmade would not have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such SellerGoverning Documents; (Bii) assuming compliance with Antitrust Laws, conflict with or violate any Law applicable to such Seller Seller, the Specified Business or any of the Purchased Assets or by which Seller, the Specified Business or any property or asset of such Seller is the Purchased Assets may be bound or affected; or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any express 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 such Seller underPerson, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on any propertyof the Purchased Assets, asset or right of such Seller pursuant toto any Material Contract or, other than with respect to the Specified Business, any other material note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsparty. (iib) Except as set forth on Schedule 4.1(c)(ii)required under the HSR Act or other Antitrust Laws and assuming the representations and warranties of Purchaser are true and correct, such Seller is not required to file, seek file or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority Entity in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, except for such filings as may be required by any applicable federal privilege, license or state securities qualification of or “blue sky” lawsaffecting the Specified Business or the Purchased Assets.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement (and each of the Ancillary Agreements to which such Seller will be a partyother agreements contemplated hereby) by Motoguzzi does not, and the consummation performance by Motoguzzi of the transactions its obligations under this Agreement (and any other agreement contemplated hereby and thereby, do not and hereby) will not: , (Ai) conflict with or violate the certificate its Certificate of incorporation Incorporation, By-laws or bylaws or equivalent other organizational documents of such Seller; (Bii) conflict with or violate any Law law, statute, ordinance, rule, regulation, order, judgment or decree applicable to such Seller Motoguzzi or any Motoguzzi Subsidiary or by which any property of their respective properties or asset of such Seller assets is bound or affected; or , or (Ciii) 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, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a Lien on any property, asset of the properties or right assets of such Seller Motoguzzi or any Motoguzzi Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Motoguzzi or any Motoguzzi Subsidiary is a party or by which such Seller Motoguzzi or any Motoguzzi Subsidiary or any of its properties, their respective properties or assets or rights are is bound or affected, except, in the case of the foregoing clauses (Bii) and (Ciii), above, for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not have, individually either singly or in the aggregate, would a Motoguzzi Material Adverse Effect. (b) The execution and delivery of this Agreement (and the other agreements contemplated hereby) by Motoguzzi does not, and the performance of this Agreement (and the other agreements contemplated hereby) by Motoguzzi will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for (i) compliance with the applicable requirements, if any, of the DGCL and Certificate of Incorporation and Bylaws of Motoguzzi (including but not materially impair limited to, the ability approval of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. Merger by the stockholders of Motoguzzi), (ii) Except filing and recordation of appropriate merger documents as set forth on Schedule 4.1(c)(iirequired by the laws of the State of Delaware, (iii) those consents, approvals, authorizations, permits, filings or notifications applicable to Motoguzzi and the Motoguzzi Subsidiaries listed in SCHEDULE 3.03(b), and (iv) where failure to obtain such Seller is not required consents, approvals, authorizations or permits, or to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for make such filings as may be required or notifications, would not (a) have either singly or in the aggregate, a Motoguzzi Material Adverse Effect or (b) affect the ability of Motoguzzi to consummate the Merger and other agreements contemplated by any applicable federal or state securities or “blue sky” lawsthis Agreement.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be it is a party by each Parent Party does not, and performance by each Parent Party of this Agreement and the Ancillary Agreements to which it is a party, and, subject to obtaining the EWS Shareholder Approval, the consummation of the transactions contemplated hereby and thereby (including the Investor Financing and the issuance of securities contemplated thereby) will not, (i) conflict with or violate the Organizational Documents of any Parent Party, (ii) subject to obtaining or making, as applicable, the Consents listed in clauses (i) through (iii) of Section 5.3(b) and subject to the FCC Divestitures, conflict with or violate any Laws applicable to any Parent Party or by or to which any of Parent Party's properties or assets is bound or subject or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on, any of the properties or assets of any Parent Party, pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Parent Party is a party or by which any Parent Party or any of their respective properties or assets is bound or subject, except, in each case of (i), (ii) and (iii), as would not reasonably be expected to prohibit or materially restrict or impede the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement to which it is a party, including the Merger. (b) The execution and delivery of this Agreement and any Ancillary Agreement to which it is a party by each Parent Party does not, and the performance by each Parent Party of this Agreement and any Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby (including the Investor Financing and the issuance of securities contemplated thereby, do not and ) will not: (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of Parent Party to obtain or notice to make any Person pursuant to, give to others any right of termination, amendment, modification, acceleration Consent with or cancellation of, allow the imposition of any fees Governmental Entity or penalties, require third party except for (i) 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case filing of the foregoing clauses (B) and (C)Certificate of Merger with the Secretary of State of the State of Delaware, for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii)applicable requirements of the HSR Act; and (iii) the filing of the FCC Applications and obtaining the FCC Consent, such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or together with any Governmental Authority reports or informational filings required in connection with therewith under the execution, delivery Communications Act and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” lawsFCC Rules.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement by the Company do not, and each the performance of the Ancillary Agreements to which such Seller will be a party, this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and Transactions will not: , (Ai) conflict with or violate the Company Charter or the Company Bylaws, or the certificate of incorporation or incorporation, bylaws or other equivalent organizational documents of such Seller; any of the Company Subsidiaries, (Bii) subject to the filings and other matters described in Section 3.04(b) (including the related Section of the Disclosure Schedule), conflict with or violate any Law statute, law, rule, regulation, ordinance or code of any Governmental Entity (“Law”) applicable to such Seller the Company or by which any property Company Subsidiary or asset of such Seller is bound their respective properties or affected; or assets, or (Ciii) 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, require any consent result in the loss of a material benefit under or notice to any Person pursuant to, give to others any right of termination, amendment, modificationacceleration, acceleration increased payment 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 such Seller under, or result in the creation of any Encumbrance a lien or other encumbrance on any property, asset property or right of such Seller pursuant to, any note, bond, mortgage, indenturecontract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument to which such Seller the Company or any of the Company Subsidiaries is a party or by which such Seller their respective properties or any of its propertiesassets are bound, assets or rights are bound or affected, except, except in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatwhich, individually or in the aggregate, would not materially impair reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery of this Agreement by the ability Company do not, and the performance of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. consummation of the Merger and the other Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a “Governmental Entity”), except (i) for (A) any applicable requirements of the applicable U.S. federal securities laws, including the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Laws”), including the filing with the SEC in preliminary and definitive form of a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) (which shall also satisfy the requirements of Section 450.1703a of the MBCA), (B) the filing of appropriate certificates as required by the MBCA, the Merger and the other Transactions, and (C) the filings or notifications to the Governmental Entities set forth in Section 3.04(b) of the Disclosure Schedule and (ii) Except as set forth on Schedule 4.1(c)(ii)where the failure to obtain such consents, such Seller is not required approvals, authorizations or permits, or to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for make such filings as may or notifications, would not, individually or in the aggregate, have or reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The Except as set forth on Section 3.3(a) of the Seller Disclosure Letter, the execution, delivery and performance by such the Seller of this Agreement and each of the Ancillary Agreements to which such the Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:not (with or without notice or lapse of time or both): (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such the Seller; (Bii) conflict with or violate violate, give any Governmental Authority the right to challenge any of the transactions contemplated hereby under any Law applicable to such Seller the Seller, the Business or any of the Purchased Assets or by which the Seller, the Business or any property or asset of such Seller is the Purchased Assets may be bound or affected; or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such the Seller or the Business under, or result in the creation of any Encumbrance on any property, asset or right of such Seller the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permitPermit, franchise, instrument, obligation or other Contract to which such the Seller is a party or by which such Seller the Seller, the Business or any of its properties, assets or rights are the Purchased Assets may be bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (iib) Except as set forth on Schedule 4.1(c)(ii), such The Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such the Seller of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of or affecting the Business or the Purchased Assets, except for such any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as may be required amended (the “HSR Act”). (c) The Seller is not a party to or bound by any applicable federal non-competition Contract or state securities other Contract, in each case, that purports to limit the Seller’s ability (or “blue sky” lawsafter the Closing, the Buyer’s ability) to conduct or operate the Business, including (i) the development, commercialization, manufacture, marketing, sale or distribution of any product that is being developed, manufactured, marketed, sold or distributed by the Seller with respect to the Business that is material or would reasonably be expected to become material to the Business or (ii) the manner or locations in which the Seller or the Business may so engage in any business with respect to such products. (d) The Seller is not a creditor or claimant with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 20% of the gross assets of the Seller (excluding cash and cash equivalents).

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and by each of the Ancillary Agreements to which such Seller will be a partyLandCARE and Newco does not, and the consummation by LandCARE and Newco of the transactions contemplated hereby and thereby, do will not and will not: (Ai) conflict with or violate the certificate charter or bylaws, in each case as amended or restated, of incorporation LandCARE or bylaws or equivalent organizational documents any of such Seller; LandCARE's subsidiaries, (Bii) conflict with or violate any Law laws, regulations, or any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over and applicable to such Seller LandCARE or any of LandCARE's subsidiaries or by which any property or asset of such Seller their properties is bound or affected; or subject, or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller LandCARE or any of LandCARE's subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller LandCARE or any of LandCARE's subsidiaries is a party or by or to which such Seller LandCARE or any of LandCARE's subsidiaries or any of their respective properties is bound or subject, except in the case of clauses (ii) and (iii) above, any conflict, violation, breach, default, lien or encumbrance that would not have a Material Adverse Effect on LandCARE or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsoperations. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, The execution and delivery and performance by such Seller of this Agreement and by each of the Ancillary Agreements to which such Seller will be a party or LandCARE and Newco does not, and the consummation of the transactions contemplated hereby will not, require LandCARE or therebyany of its subsidiaries to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any federal, state, municipal or other governmental entity, except for such the filing and recordation of appropriate merger documents as required by the State of Texas, any filings as that may be required by as a result of the legal or regulatory status of LandCARE or Newco, consents already obtained, and any applicable federal consent, license, permit, approval, authorization, order, filing or state securities notification that if not obtained or “blue sky” lawsmade would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Buyer of this Agreement and each of the Ancillary Agreements to which such Seller the Buyer will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: not (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; the Buyer; (Bii) conflict with or violate any Law applicable to such Seller the Buyer or by which any property or asset assets of such Seller the Buyer is bound or affected; or or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller the Buyer under, or result in the creation of any Encumbrance on any property, asset or right of such Seller the Buyer pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller the Buyer is a party or by which such Seller or any of its properties, assets or rights are bound or affected, exceptparty, in each case in a manner that would reasonably be expected to prevent the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate Buyer from consummating the transactions contemplated in by this Agreement and the Ancillary Agreements. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller The Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Buyer of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or thereby, or in order to prevent the termination of any right, privilege, license or qualification of the Buyer, except for (i) any filings required to be made under the HSR Act and (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (i) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Company Preferred Shares) will not and will not: (A) conflict with or violate result in a violation of the certificate of incorporation or bylaws of the Company, the terms of any equity instrument of the Company or equivalent any of the Company Subsidiaries or any of the organizational documents of such Seller; the Company or any of the Company Subsidiaries or (B) conflict with, or constitute a default (or an event which with notice or violate lapse of time or both would become a default) under, or give to others any Law rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of the Company Subsidiaries is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws, rules, and regulations) applicable to such Seller the Company or any of its Subsidiaries or by which any property or asset of such Seller the Company or any of the Company Subsidiaries is bound or affected; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any under applicable federal or state securities or “blue skyBlue Sky” lawslaws of the states of the United States, and as described on Schedule 4(c)(ii), neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or, make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Exchange Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations (which the Company is required to obtain pursuant to the preceding sentence) have been obtained or effected, or will have been obtained or effected, on or prior to the Closing Time (except for those required to be obtained or effected after the Closing Time, which will be obtained or effected within the time periods prescribed by applicable law), and the Company and the Company Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.

No Conflict; Required Filings and Consents. (ia) The executionexecution and delivery of this Agreement by each of the SOR Parties do not, delivery and the performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller its obligations hereunder will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate any provision of (A) the certificate of incorporation SOR Governing Documents or bylaws the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of such Seller; any SOR Subsidiary, (Bii) conflict with or violate any Law applicable to such Seller SOR or any SOR Subsidiary or by which any property or asset of such Seller SOR or any SOR Subsidiary is bound bound, or affected; or (Ciii) except as contemplated by Section 5.3(b), require any consent or approval under, result in any breach ofof any obligation or any loss of any benefit or material increase in any cost or obligation of SOR or any SOR Subsidiary under, or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, require any consent of or notice give to any other Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation (with or without notice or the lapse of time or both) of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increasedright of purchase, guaranteed, accelerated first offer or additional rights or entitlements of any Person or otherwise adversely affect any rights of such Seller under, forced sale under or result in the creation of any Encumbrance a Lien on any property, property or asset of SOR or right of such Seller any SOR Subsidiary pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation Contract or other Contract Permit to which such Seller SOR or any SOR Subsidiary is a party or by which such Seller or any of its properties, assets or rights are bound or affectedparty, except, in the case of the foregoing as to clauses (Bii) and (C)iii) above, for any such conflicts, violations, breaches, defaults or other occurrences thatwhich, individually or in the aggregate, would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a SOR Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)in Section 5.3(b) of the SOR Disclosure Letter, such Seller is not required to fileno consents or approvals of, seek or obtain filings or registrations with, any notice, authorization, approval, order, permit or consent of Governmental Authority or with any Governmental Authority third party are required to be made or obtained by SOR or any SOR Subsidiary in connection with the execution, delivery and performance by such Seller the SOR Parties of this Agreement. As of the date hereof, to the Knowledge of SOR, the SOR Parties are not aware of any reason why the necessary approvals referenced in the preceding sentence will not be received in order to permit consummation of the Merger on a timely basis. The execution and delivery of this Agreement by each of the SOR Parties do not, and the performance of this Agreement and each its obligations hereunder will not, (i) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of SOR or any SOR Subsidiary or to which SOR, any SOR Subsidiary or any of their Properties is subject or bound, or (ii) require SOR or SOR Subsidiary to obtain any consent or approval under any such law, Contract or other instrument or agreement, except for (A) the Proxy Statement, the Form S-4 and the declaration of effectiveness of the Ancillary Agreements to which Form S-4, and such Seller will reports under, and other compliance with, the Exchange Act and the Securities Act as may be a party or the consummation of required in connection with this Agreement and the transactions contemplated hereby or therebyby this Agreement, except (B) 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 the MLLCA, (C) such filings and approvals as may be required by any applicable federal or state securities or “blue sky” laws.Laws, (D) the consents, authorizations, orders or approvals of each Governmental Authority or third party listed in Section 5.3(b) of the SOR Disclosure Letter and (E) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a SOR Material Adverse Effect..

No Conflict; Required Filings and Consents. (i) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby will not (i) result in a violation of the Certificate of Incorporation (including, do not and will not: (A) conflict with or violate the without limitation, any certificate of incorporation or designation contained therein), Bylaws, certificate of formation, memorandum of association, articles of association, bylaws or equivalent other organizational documents of such Seller; the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (Bii) conflict with, or constitute a default (or an event which with notice or violate lapse of time or both would become a default) in any Law respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and including all applicable foreign, federal and state laws, rules and regulations) applicable to such Seller the Company or any of its Subsidiaries or by which any property or asset of such Seller the Company or any of its Subsidiaries is bound or affected; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(iihas already been obtained, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the Required Approvals), such Seller any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is not required to fileobtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the date hereof, seek and neither the Company nor any of its Subsidiaries are aware of any facts or obtain circumstances which might prevent the Company or any notice, authorization, approval, order, permit of its Subsidiaries from obtaining or consent of or with effecting any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party registration, application or filings contemplated by the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” lawsExchange Documents.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Buyer and the Parent of this Agreement and by the Buyer Entities of each of the Ancillary Agreements to which such Seller any Buyer Entity will be a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws (or other equivalent organizational documents documents) of such Sellerany Buyer Entity; (Bii) conflict with or violate any Law applicable to such Seller any Buyer Entity or by which any property or asset of such Seller any Buyer Entity is bound or affected; or (Ciii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, or give to others any right rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees material contract 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract agreement to which such Seller any Buyer Entity is a party or by which such Seller or any of its properties, assets or rights are bound or affected, party; except, in the case of the foregoing clauses clause (Bii) and or (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair reasonably be expected to have a Buyer Material Adverse Effect or that arise as a result of any facts or circumstances relating to the ability Seller or any of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsits Affiliates. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller No Buyer Entity is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent Consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Buyer or the Parent of this Agreement and each or by any Buyer Entity of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby Transactions or therebyin order to prevent the termination of any right, privilege, license or qualification of any Buyer Entity, except (i) for any filings required to be made under the HSR Act, and applicable competition, antitrust or similar law in other relevant jurisdiction, (ii) where failure to obtain such filings consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or (iii) as may be required by necessary as a result of any applicable federal facts or state securities circumstances relating to the Seller or “blue sky” lawsany of its Affiliates.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each the Transaction do not, and, subject to entry of the Ancillary Agreements to which such Seller will be a partySale Order, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby, do not and thereunder will not: , (Ai) conflict with or violate the certificate Seller Charter or Seller Bylaws, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) of incorporation or bylaws or equivalent organizational documents this Section 2.2 have been obtained and all filings and obligations described in subsection (b) of such Seller; (B) this Section 2.2 have been made, conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound bound, (iii) except as set forth in Section 2.2(a) of the Seller Disclosure Schedule, require any consent, notice or affected; or (C) waiver under or result in any violation or breach of, of or constitute a default (with or an event that, with without notice or lapse of time or both, would become ) a default) under, require any consent of default (or notice give rise to any Person pursuant to, give to others any right of termination, amendment, modificationacceleration, acceleration prepayment or cancellation of, allow the imposition or to a loss of any fees or penalties, require the offering or making of any payment or redemption, give rise benefit to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of such Seller which Seller) under, or result in the creation triggering of any Encumbrance on payments pursuant to (A) any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller it or any of its properties, properties or assets or rights are may be bound or affected, except, in the case of the foregoing clauses (B) and any Permit affecting, or relating in any way to, the assets or business of Seller or (C), for iv) result in the creation or imposition of any such conflicts, violations, breaches, defaults Lien or other occurrences that, individually encumbrance (except for Permitted Liens) on any property or in the aggregate, would not materially impair the ability asset of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsSeller. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, The execution and delivery and performance by such Seller of this Agreement and each the Transaction Documents do not, and the performance of the Ancillary Agreements to which such Seller its obligations hereunder and thereunder will be a party not, require any consent, approval, authorization of, or the consummation of the transactions contemplated hereby filing with or therebynotification to, any Governmental Body, except for such (i) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any filings required under the rules and regulations of the NASDAQ Stock Market (“NASDAQ”), to the extent applicable to Seller notwithstanding that it has been de-listed by NASDAQ, (iii) the filing of customary applications and notices, as may be applicable, with the FDA, the MHRA or EMEA, or pursuant to CLIA and (iv) any registration, filing or notification required by any applicable federal or pursuant to state securities or “blue sky” sky laws.

No Conflict; Required Filings and Consents. (ia) The executionExcept as set forth in Section 4.5(a) of the Acquiror Disclosure Schedule, the execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyby Acquiror does not, and the consummation performance of the transactions contemplated hereby and thereby, do not and this Agreement by Acquiror will not: , (Ai) conflict with or violate any provision of the certificate Acquiror’s Articles of incorporation Incorporation or bylaws Bylaws or any equivalent organizational documents of such Seller; any of its Subsidiaries, (Bii) conflict with or violate any Law applicable to such Seller the Acquiror or any of its Subsidiaries or by which any property or asset of such Seller the Acquiror or any of its Subsidiaries is bound or affected; or affected (Cassuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) or (iii) to Acquiror’s knowledge, require any consent or approval under, result in any breach ofof or any loss of any benefit under, constitute a change of control or default (or an event that, which with notice or lapse of time or both, both would become a default) under, require any consent of under or notice to any Person pursuant to, give to others any right of termination, vesting, 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 such Seller under, or result in the creation of any Encumbrance a lien or other encumbrance on any property, property or asset of the Acquiror or right any of such Seller its Subsidiaries pursuant to, to any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller Acquiror or any of its Subsidiaries is a party or by to which such Seller Acquiror or any of its propertiesSubsidiaries or any of their respective assets are subject, assets or rights are bound any Acquiror Permit or affectedother instrument or obligation, except, in the case of the foregoing with respect to clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, losses, defaults or failures to obtain any consents or approvals or other occurrences thatthat would not, individually or in the aggregate, would not materially impair the ability of such Seller have a Material Adverse Effect with respect to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii)Acquiror. As used herein, such Seller is not required to file, seek or obtain “Acquiror Permit” means any noticepermit, authorization, approvallicense, ordercertificate, permit or consent approval and/or clearance of or with any Governmental Authority in connection with Entity necessary for the execution, delivery and performance by such Seller of this Agreement Acquiror and each of its Subsidiaries to own, lease and operate its properties or to carry on their respective businesses substantially in the Ancillary Agreements manner described in the Acquiror SEC Filings filed prior to which such Seller will be a party or the consummation date hereof and substantially as those businesses are being conducted as of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” lawsdate hereof.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement by the Seller Parties do not, and each the performance of this Agreement by the Ancillary Agreements to which such Seller will be a party, Parties and the consummation of the transactions contemplated hereby and thereby, do not and Transactions will not: , (Ai) conflict with or violate the certificate memorandum and articles of incorporation or bylaws or equivalent organizational documents association of such Seller; any Seller Party, (Bii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 2.03(b) are complied with, conflict with or violate any Law statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, stock exchange rules or other order (“Law”) applicable to such any Seller Party or by which any property or asset of such any Seller Party is bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance a Lien or other encumbrance on any property, property or asset or right of such any Seller Party pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, Contract or obligation or other Contract to which such any Seller Party is a party or by which such Seller or any of its properties, properties or assets or rights are bound or affectedbound, except, in the case of the foregoing with respect to clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatwhich would not, individually or in the aggregate, would not prevent or materially impair delay consummation of any of the Transactions by the Seller Parties or otherwise be materially adverse to the ability of such the Seller Parties to consummate the transactions contemplated in perform their material obligations under this Agreement and the Ancillary AgreementsAgreement. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery of this Agreement by the Seller Parties do not, such and the performance of this Agreement by the Seller is not required to fileParties and the consummation by the Seller Parties of the Transactions will not, seek or obtain require any notice, authorizationconsent, approval, orderauthorization or permit of, permit or consent filing with or notification to, any nation or government, any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or with government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal, or any stock exchange (each, a “Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or therebyAuthority”), except for such filings (i) compliance with the applicable requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (ii) compliance with the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and/or the New York Stock Exchange (“NYSE”), and (iii) compliance with filings, permits, authorizations, consents and approvals as may be required by under any applicable federal or state securities or PRC Laws (collectively, “blue sky” lawsPRC Regulatory Filings”).

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyCVR Agreement by the Buyer do not, and the consummation performance of this Agreement and the transactions contemplated hereby and therebyCVR Agreement by the Buyer shall not, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; Buyer Charter Documents, (Bii) subject to obtaining the consents, approvals, authorization and permits, and making the filings and notifications, set forth in Section 4.6(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller the Buyer or any of its Subsidiaries or by which any property it or asset of such Seller is their respective properties are bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require or impair the Buyer's or any consent such Subsidiary's rights or alter the rights or obligations of any third party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller the Buyer or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller the Buyer or any of its Subsidiaries is a party or by which such Seller the Buyer or any of its properties, assets Subsidiaries or rights its or any of their respective properties are bound or affected, exceptexcept to the extent such conflict, violation, breach, default, impairment or other effect could not in the case of the foregoing clauses (Bii) and or (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability reasonably be expected to have a Buyer Material Adverse Effect. (b) The execution and delivery of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii)CVR Agreement by the Buyer does not, such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with and the execution, delivery and performance by such Seller of this Agreement and each the CVR Agreement by the Buyer shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except (i) for applicable requirements, if any, of the Ancillary Agreements Securities Act, the Exchange Act, Blue Sky Laws, the notification requirements of the HSR Act and Foreign Filings, the rules and regulations of the NYSE, NASD or NASDAQ, the consent of the Investment Center, the consent of the OCS, the approval of the Israeli Commissioner of Restrictive Trade Practices and the Israeli Securities Exemption; (ii) applicable consultation with all trade union representatives and bodies under applicable employment laws, including, without limitation, the Dutch SER Merger Rules; and (iii) where the failure to which obtain such Seller will be a party consents, approvals, authorizations or the permits, or to make such filings or notifications, (A) would not prevent consummation of the transactions contemplated hereby Offer or therebythe Post-Closing Reorganization or otherwise prevent the Buyer from performing its obligations under this Agreement and the CVR Agreement, except for such filings as may or (B) could not, individually or in the aggregate, reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The executionAssuming that the Approvals, filings and notifications described in Section 5.06(b) have been obtained or made, as the case may be, the execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyby MDEX does not, and the consummation of the transactions contemplated hereby and thereby, do will not and will not: (Ai) conflict with or violate the certificate charter or bylaws, in each case as amended or restated, of incorporation or bylaws or equivalent organizational documents of such Seller; MDEX, (Bii) conflict with or violate any Law Laws applicable to such Seller MDEX or by which any property of its assets or asset of such Seller properties is bound or affected; or subject, or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller MDEX pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller MDEX is a party or by or to which such Seller MDEX or any of its properties, assets or rights are properties is bound or affectedsubject, except, in the case of the foregoing clauses (B) and (C), except for any such conflicts, violations, conflicts or violations described in clause (ii) or breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences thatcancellation, individually payment obligations or liens or encumbrances described in the aggregate, clause (iii) that would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a MDEX Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, The execution and delivery and performance by such Seller of this Agreement by MDEX does not, and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby will not, require MDEX to obtain any Approvals of or therebyfrom, or to make any filing with or notification to, any Governmental Entity or third Person, except for such filings as may be required by any applicable federal or state securities or requirements, if any, of the Securities Act, “blue sky” lawsLaws and the filing and recordation of appropriate Acquisition documents as required by Nevada Law, and (iii) where the failure to obtain such Approvals, or to make such filings or notifications, would not have a MDEX Material Adverse Effect.

No Conflict; Required Filings and Consents. (i) The execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyRegistration Rights Agreement by WHAI do not, and the consummation performance by WHAI of the transactions contemplated hereby its obligations hereunder and thereby, do not and thereunder will not: : (Ai) conflict with or violate the certificate Articles or By-Laws of incorporation or bylaws or equivalent organizational documents of such Seller; WHAI; (Bii) conflict with with, breach or violate any Law federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) in effect as of the date of this Agreement and applicable to such Seller WHAI; or by which any property or asset of such Seller is bound or affected; or (Ciii) result in any breach of, constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require any consent of or notice give to any Person pursuant to, give to others other entity any 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller WHAI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller WHAI is a party or by which such Seller WHAI or any of its propertiesproperties or assets is bound, assets or rights are bound or affected, except, except in the case each of the foregoing clauses cases of (Bi) and through (C), iii) for any such violations, conflicts, violations, breaches, defaults defaults, terminations, accelerations, creations of liens, or other occurrences thatincumbency that would not, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth have a Material Adverse Effect on Schedule 4.1(c)(ii), such Seller WHAI. WHAI is not required to file, seek or obtain any noticeconsent, authorizationauthorization or order of, approvalor make any filing or registration with, orderany court or governmental agency in order for it to execute, permit deliver or consent perform any of WHAI’s obligations under this Agreement or with any Governmental Authority the Registration Rights Agreement in connection accordance with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party terms hereof or the consummation of the transactions contemplated hereby or therebythereof, except for such any consents, authorizations, orders, filings as may be or registrations the absence of which would not, in the aggregate, have a Material Adverse Effect on WHAI or which are required by any pursuant to applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Buyer or Grifols, as applicable, of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: , (Ai) conflict with or violate the certificate of incorporation or bylaws of the Buyer or equivalent organizational documents of such Seller; Grifols, as applicable, (Bii) conflict with or violate any Law applicable to such Seller the Buyer or Grifols, as applicable, or by which any property or asset of such Seller the Buyer or Grifols, as applicable, is bound or affected; or , or (Ciii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, become or would become constitute a default) under, require any consent of or notice to any Person pursuant to, give to others or result in or create in any right party any rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees material contract or penalties, require the offering agreement 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract material Permit to which such Seller the Buyer or Grifols, as applicable, is a party party, or by which such Seller the Buyer or any of its propertiesGrifols, assets or rights are bound or affectedas applicable, is bound, except, in the case of the foregoing clauses clause (Bii) and or (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Buyer Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither the Buyer nor Grifols is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Buyer or Grifols, as applicable, of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or thereby, except (i) for any filings required to be made under the HSR Act, or (ii) where failure to file, seek or obtain such filings as may notice, authorization, approval, order, permit or consent, would not, individually or in the aggregate, reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Assuming (i) The executioncompliance with the HSR Act and any requirements of any foreign, supranational or other antitrust laws, (ii) the requirements of the Exchange Act and any applicable state securities or "blue sky" laws are met and (iii) the filing of the Certificate of Merger and other appropriate instruments, if any, as required by the DGCL is made, none of the execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyby Parent or Merger Sub, and the consummation by Parent or Merger Sub of the transactions contemplated hereby and thereby, do not and or compliance by Parent or Merger Sub with any of the provisions hereof will not: (Ax) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; Parent or Merger Sub, (By) conflict with or violate any Law law, statute, ordinance, rule, regulation, order, judgment, decree, injunction or other binding action or requirement of any Governmental Entity applicable to such Seller Parent or Merger Sub, or any of their Subsidiaries, or by which any property of them or asset any of such Seller is their respective properties or assets may be bound or affected; or , or (Cz) result in any a violation or breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition or result in any loss 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 such Seller benefit under, or result in the creation of any Encumbrance Lien on any propertyof the property or assets of Parent, asset Merger Sub, or right any of such Seller their respective Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Parent or Merger Sub or any of their respective Subsidiaries is a party or by which such Seller Parent, Merger Sub, or any of its properties, their respective Subsidiaries or any of their respective assets or rights are properties may be bound or affected, except, in the case of the foregoing except with respect to clauses (By) and (Cz), for any such conflicts, violations, breaches, defaults or other occurrences thatas would not, individually or in the aggregate, would not prevent or materially impair or delay the ability consummation of such Seller to consummate the Merger or the other transactions contemplated in by this Agreement and the Ancillary Agreementsor Parent or Merger Sub from satisfying their respective obligations under this Agreement. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent None of or with any Governmental Authority in connection with the execution, execution and delivery and performance by such Seller of this Agreement by Parent and each of Merger Sub, the Ancillary Agreements to which such Seller will be a party performance or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebycompliance by Parent and Merger Sub with any of the provisions hereof will require Parent or Merger Sub to obtain any Consent of any Governmental Entity or any third party, except for such filings as may be required by (i) compliance with any applicable federal requirements of the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the DGCL, (iii) compliance with the HSR Act and any requirements of any foreign, supranational or state securities other antitrust laws, and (iv) Consents the failure of which to obtain or “blue sky” lawsmake would not, individually or in the aggregate, prevent or materially impair or delay the consummation of the Merger or the other transactions contemplated by this Agreement or Parent or Merger Sub from satisfying their respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (ia) The execution, Neither the execution and delivery and performance by such Seller of this Agreement nor the performance by Parent and each Merger Sub of the Ancillary Agreements to which such Seller will be a partytheir respective obligations hereunder, and nor the consummation of the transactions contemplated hereby and therebyhereby, do not and will not: will: (Ai) conflict with Parent's Organizational Documents or the Organizational Documents of any of its Subsidiaries; (ii) assuming satisfaction of the requirements set forth in Section 4.6(b) below, violate any statute, law, ordinance, rule or regulation, applicable to Parent or any of its Subsidiaries or any of their Assets; or (iii) except as set forth in Section 4.6(a)(iii) of the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) Parent Disclosure Schedule, violate, breach, require consent under, be in conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) result in any breach of, constitute a default (or an event thatwhich, with notice or lapse of time or both, would become constitute a default) under, require or permit the termination of any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation provision of, allow or result in the imposition termination of, the acceleration of the maturity of, or the acceleration of the performance of any fees obligation of Parent or penalties, require the offering or making any 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 such Seller its Subsidiaries under, or result in the creation or imposition of any Encumbrance on lien upon any property, asset Assets or business of Parent or any of its Subsidiaries under or give rise to any Third Party's right of such Seller pursuant tofirst refusal, or other similar right, under any note, bond, indenture, mortgage, indenture, agreementdeed of trust, lease, or permit, authorization, license, permitcontract, franchise, instrument, obligation instrument or other Contract agreement or commitment or any order, judgment or decree to which such Seller Parent or any of its Subsidiaries is a party or by which such Seller Parent or any of its properties, assets Subsidiaries or rights any of their respective Assets are bound or affectedencumbered, or give any Person the right to require Parent or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind, except, in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, conflicts, defaults or other occurrences thatwhich, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementscause a Parent Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)in Section 4.6(a) or 4.6(b) of the Parent Disclosure Schedule, such Seller no consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Entity is not required to file, seek be made or obtain obtained by Parent or any notice, authorization, approval, order, permit or consent of or with any Governmental Authority its Subsidiaries in connection with the execution, execution and delivery and performance by such Seller of this Agreement and each by Parent, Merger Sub or any of the Ancillary Agreements to which such Seller will be a party their applicable Subsidiaries or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyParent Transactions, except for other than (A) the filing with the SEC of the Registration Statement and such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act, as may be required in connection with this Agreement; (B) the filing of Articles of Merger pursuant to the MGCL; (C) filings with the NYSE; (D) such filings and approvals as may be required by any applicable federal or state securities or “blue sky” lawsBlue Sky Laws or Environmental Laws; (E) business, operating and occupancy licenses and permits; and (F) such consents, approvals, authorizations, permits, registrations, declarations and filings, the failure to make or obtain which would not, in the aggregate, cause a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The executionNeither the execution and delivery of this Agreement by such Seller, delivery and performance nor the consummation by such Seller of the transactions to which it is a party that are contemplated by this Agreement and each of the Ancillary Agreements to which will, (i) if such Seller will be is a partycorporation, and the consummation limited liability company or limited partnership, conflict with, or result in any violation or breach of, any provision of the transactions contemplated hereby and thereby, do not and will not: (A) conflict with or violate the certificate of incorporation incorporation, limited liability or bylaws operating agreement or equivalent organizational documents partnership agreement of such Seller; , (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (Cii) result in any violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become give rise to a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, cancellation or acceleration or cancellation of, allow the imposition of any fees obligation or penalties, require the offering or making loss 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 such Seller material benefit) under, or result in require a consent or waiver under, any of the creation terms, conditions or provisions of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, lease, contract or other agreement, lease, license, permit, franchise, instrument, instrument or obligation or other Contract to which such Seller is a party or by which such Seller or any of its propertiesproperties or assets may be bound, assets or rights are bound (iii) subject to the governmental filings and other matters referred to in Section 4.3(b) conflict with or affectedviolate any permit, exceptconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Seller or any of its properties or assets, except in the case of the foregoing clauses (Bii) and (C), iii) for any such breaches, conflicts, violations, breachesdefaults, defaults terminations, cancellations, accelerations, losses or other occurrences that, individually failures to obtain any such consent or in the aggregate, waiver which would not materially impair or materially delay the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsClosing. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorizationNo consent, approval, orderorder or authorization of, permit or consent of registration, declaration or filing with, any Governmental Entity is required by or with any Governmental Authority respect to such Seller in connection with the execution, execution and delivery and performance of this Agreement or the consummation by such Seller of this Agreement and each of the Ancillary Agreements transactions to which such Seller will be it is a party or the consummation of the transactions that are contemplated hereby or therebyhereby, except for (i) filings under the Exchange Act, the HSR Act or the Harveys Gaming Laws or (ii) such consents, approvals, orders, authorizations, registrations, declarations, or filings as may be required by or with respect to Xxxxxx'x or Harveys or any applicable federal or state securities or “blue sky” lawsof its Subsidiaries (including, without limitation, under the HSR Act, the Harveys Gaming Laws and the Xxxxxx'x Gaming Laws).

No Conflict; Required Filings and Consents. (ia) The Except for the Bankruptcy Case and to the extent that any Bankruptcy Court approval is required and except as set forth on Section 3.3(a) of the Disclosure Letter, the execution, delivery and performance by such each Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, or compliance by each Seller with any of the provisions hereof, (i) do not and will not: (A) not conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, modification, notice or cancellation or require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow (A) 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 Organizational Documents of such Seller underSeller, or result in (B) any Law applicable to such Seller, the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller Business or any of its propertiesthe Transferred Assets, assets (C) any Order of any Governmental Authority or rights are bound or affected(D) any Transferred Contract of the Sellers, except, except in the case of the foregoing clauses clause (B) and ), (C) or (D), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (ii) do not materially impair and will not result in the ability creation of such (or give rise to the right of any Person to require the grant of) any Encumbrance (other than a Permitted Encumbrance or an Assumed Liability) upon any of the assets of any Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsor any of its Subsidiaries. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is The Sellers are not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority (provided that, the transfer of any Permits will be the obligation of the Buyer) in connection with the execution, delivery and performance by such Seller the Sellers of this Agreement and each of the Ancillary Agreements to which such each Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except (i) for any filings required to be made under the HSR Act or other applicable Antitrust law, (ii) for requisite Bankruptcy Court approval, (iii) for entry of the Sale Order and (iv) where failure to obtain such filings as may consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth on Section 4.2(a) of the Disclosure Schedule, the execution and delivery by the Owners or the Seller of this Agreement, the other Transaction Documents to which such Person is a party or any instrument required by this Agreement to be executed and delivered by such Owner or the Seller at the Closing hereunder or thereunder do not, and the performance of this Agreement, the other Transaction Documents to which such Owner or the Seller is a party and any instrument required by this Agreement to be executed and delivered by such Owner or the Seller at the Closing hereunder or thereunder shall not, with or without the passage of time, the giving of notice or both, (i) The executionconflict with, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be require a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (A) conflict with consent or notice under or violate the certificate Organizational Documents of incorporation or bylaws or equivalent organizational documents of such the Seller; , (Bii) conflict with with, require a consent or notice under or violate any Law or Order applicable to such the Owners or the Seller or by which any property of its properties, rights or asset of such Seller assets is bound or affected; or , or (Ciii) result in any breach or violation of, require a consent or notice under, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require or impair such Owner’s or the Seller’s rights or alter the rights or obligations of any consent of party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a Lien on any propertyof the properties, asset rights or right assets of such Owner or the Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other material Contract to which such Owner or the Seller is a party or by which such Owner or the Seller or any of its properties, rights or assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsis bound. (iib) Except as set forth on Schedule 4.1(c)(ii)Section 4.2(b)of the Disclosure Schedule, such the Owners and the Seller is not required to filerepresents and warrants that no Governmental Approval of, seek or obtain any noticeFiling to, authorization, approval, order, permit or consent of or with any Governmental Authority or other Person is required to be obtained or made by the Owners or the Seller in connection with the execution, delivery and performance by such Owner or the Seller of this Agreement and each of or the Ancillary Agreements other Transaction Documents to which such Owner or the Seller will be is a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary other Operative Agreements to which such Seller will be a partyby PETLIFE does not, and the consummation performance of this Agreement and the transactions contemplated hereby other Operative Agreements by PETLIFE will not (in each case, with or without the giving of notice or lapse of time, or both), be subject to (x) with respect to the Share Exchange, obtaining the requisite approval of this Agreement and therebythe Share Exchange by PETLIFE’s Shareholders in accordance with this Agreement and applicable Law, do not and will not: (Ay) obtaining the consents (the “Required PETLIFE Consents”), approvals, Authorizations and permits: (i) conflict with or violate the certificate of incorporation or bylaws incorporation, Bylaws or equivalent organizational documents of such Seller; PETLIFE, (Bii) conflict with or violate any Law applicable to such Seller PETLIFE or by which any property or asset of such Seller PETLIFE is bound or affected; or , or (Ciii) 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, require any consent of or notice to any Person pursuant to, give to others any right of termination, unilateral 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 such Seller under, or result in the creation of any Encumbrance a Lien or other encumbrance on any propertyproperty or asset of PETLIFE, asset or right require the consent of such Seller any third party pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller PETLIFE is a party or by which such Seller PETLIFE or any property or asset of PETLIFE its properties, assets or rights are Subsidiaries is bound or affected, except, in the case of the foregoing clauses (B) and (C), except for any such conflicts, violations, breaches, defaults or other occurrences thatoccurrences, which individually or in the aggregate, aggregate would not materially impair the ability reasonably be expected to have a Material Adverse Effect on PETLIFE. (b) The execution and delivery of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii)other Operative Agreements by PETLIFE does not, such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with and the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary other Operative Agreements to which such Seller by PETLIFE will be a party not, require any consent, approval, Authorization or the consummation of the transactions contemplated hereby permit of, or therebyfiling with or notification to, except for such filings as may be required by any applicable federal governmental or state securities regulatory authority, domestic or “blue sky” lawsforeign.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller each of Acquiror and Sub of this Agreement and Agreement, each of the Ancillary Agreements to which such Seller it will be a party, and the consummation by Acquiror and Sub of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws of Acquiror or equivalent organizational documents of such SellerSub; (Bii) conflict with or violate any Law of the United States or any other jurisdiction in which Acquiror or Sub conducts operations which is applicable to such Seller Acquiror or Sub or by which any property or asset of such Seller Acquiror or Sub is bound or affected; or (Ciii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition or other change of any fees right or penalties, require obligation or the offering or making loss of any payment benefit to which Acquiror or redemptionSub is entitled, give rise to under any increased, guaranteed, accelerated or additional rights or entitlements provision of any Person agreement or otherwise adversely affect other instrument binding upon Acquiror or Sub or any rights of such Seller undertheir assets or any license, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, licensefranchise, permit, franchisecertificate, instrument, obligation approval or other Contract to which such Seller is a party similar authorization affecting, or by which such Seller or relating in any of its propertiesway to, the assets or rights are bound business of Acquiror or affectedSub, except, in the case of the foregoing clauses (B) and (C), except for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave an Acquiror Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither Acquiror nor Sub is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority or other Person in connection with the execution, delivery and performance by such Seller Acquiror and Sub of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation by Acquiror and Sub of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of Acquiror or Sub, except for such (i) the filing of the Certificate of Merger with the Delaware Secretary of State, (ii) any filings as may be required by the listing rules of Nasdaq or the Tel Aviv Stock Exchange, (iii) any applicable federal filings required under securities Laws (iv) filings required under the Securities Act or state securities the Exchange Act, if any, or “blue sky” laws(v) CFIUS notification.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and each Merger Sub do not, and the performance of the Ancillary Agreements to which such Seller will be a party, this Agreement by Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby and thereby, do not and by this Agreement will not: , (Ai) conflict with or violate Parent's Amended and Restated Articles of Incorporation or Parent Bylaws, or the certificate of incorporation or bylaws or equivalent organizational charter documents of such Seller; Merger Sub, (Bii) conflict with or violate any Law applicable to such Seller Parent or its Subsidiaries or by which any material property or asset of such Seller Parent or any of its Subsidiaries is bound or affected; or , or (Ciii) result in any a breach of, of or constitute a default (or an event thatthat with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition result (immediately or with notice or lapse of any fees time or penalties, require the offering or making of both) in triggering 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 such Seller underother obligations, or result (immediately or with notice or lapse of time or both) in the creation of any an Encumbrance on any property, material property or asset of Parent or right of such Seller its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Parent or any of its Subsidiaries is a party or by which such Seller Parent or any of its propertiesSubsidiaries, assets or rights are any material property or asset of Parent or any of its Subsidiaries, is bound or affected, except, except in the case of the foregoing clauses (Bii) and (C), iii) above for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, that would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Company Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery of this Agreement by Parent and Merger Sub do not, such Seller is not required to fileand the performance of this Agreement by Parent and Merger Sub will not, seek or obtain require any notice, authorizationconsent, approval, orderauthorization or permit of, permit or consent of filing with or with notification to, or registration or qualification with, any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or therebyEntity, except for such filings as may be required by any applicable federal requirements, if any, of the Securities Act, the Exchange Act, or state securities laws or “"blue sky” " laws, the HSR Act and filing and recordation of the Certificate of Merger, as required by the DGCL.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements Loan Document to which such Seller will be any Loan Party is a partyparty do not, and the consummation by such Loan Party of the transactions contemplated hereby and thereby, do not and thereby will not: , (Ai) conflict with or violate such Loan Party's organizational documents, (ii) subject to the certificate making of incorporation the filings, notifications or bylaws or equivalent organizational documents registrations and obtaining any approvals identified in Section 3.5 of such Seller; (B) the Borrower Disclosure Letter, conflict with or violate any Law domestic or foreign statute, rule, regulation or other legal requirement ("Law") or order, judgment, injunction or decree ("Order") applicable to such Seller any Loan Party or by which any property Property or asset of such Seller any Loan Party is bound or affected; or , or (Ciii) result in any material breach of, of or constitute a default (or an event that, which with or without notice or lapse of time or both, both would become a default) under, require any consent result in the loss of a material benefit under, or notice to any Person pursuant to, give to others any right of purchase or sale, or any right of termination, amendment, modificationacceleration, acceleration increased payments 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 such Seller under, or result in the creation of any Encumbrance a Lien on any property, Property or asset or right of such Seller any Loan Party pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or Contractual Obligation to which such Seller any Loan Party is a party or by which such Seller any Loan Party or any Property or asset of its properties, assets or rights are any Loan Party is bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the The execution, delivery and performance by such Seller of this Agreement and each Loan Document to which any of the Ancillary Agreements to which such Seller will be Loan Parties is a party or do not, and the consummation by any of the Loan Parties of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any Governmental Authority, except (i) for (A) the applicable notification requirements of the Investment Canada Act, as amended, or the Competition Act (Canada), as amended, if any under either such filings as may statute, and the rules, regulations and policies promulgated thereunder (collectively, the "Canadian Competition Laws"),and (B) the consents, approvals and authorizations set forth in Section 3.5 of the Borrower Disclosure Letter, and (ii) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, could not reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Company of this Agreement and each of the Ancillary Agreements to which such Seller the Company will be a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: : (Ai) conflict with or violate result in a violation or breach of, or default under, any provision of the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; Organizational Documents; (Bii) conflict with or violate result in a violation or breach of any provision of any Law applicable to such Seller the Company or any of its Subsidiaries or by which any property or asset of such Seller the Company or any of its Subsidiaries is bound or affected; or or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of or any fees or penalties, penalties or 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 such Seller underpayment, or result in the creation of any Encumbrance on any property, asset or right of such Seller the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Material Contract to which such Seller is a party or by which such Seller the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties, assets or rights are bound or affected, exceptor any material Permit affecting the properties, in the case assets or business of the foregoing clauses (B) and (C), for Company or any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsits Subsidiaries. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller None of the Company or any of its Subsidiaries is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Company of this Agreement and each of the Ancillary Agreements to which such Seller the Company will be a party or the consummation of the transactions contemplated hereby Transactions or therebyin order to prevent the termination of any right, privilege, license or qualification of the Company or any of its Subsidiaries, except for (i) any filings required to be made under the HSR Act, (ii) any filings required under applicable foreign direct investment Laws, and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” lawsLaws.

No Conflict; Required Filings and Consents. (ia) The execution, None of the execution and delivery and performance by such Seller Buyer of this Agreement and each of the Ancillary Agreements to which such Seller Buyer will be a party, and the consummation of the transactions contemplated hereby and or thereby, do not and or the compliance by Buyer with any of the provisions hereof or thereof will not: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) result in any a violation or breach of, with or without the passage of time or the giving of notice or both, Buyer’s governing documents, (ii) conflict with, violate, result in the breach of, or constitute a default under, or result in the termination, cancellation or acceleration (or an event that, with whether after the filing of notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right or obligation 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 such Seller Buyer under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation agreement or other Contract obligation to which such Seller Buyer is a party or by which such Seller Buyer or any of its propertiesproperties or assets are bound, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any other than such conflicts, violations, breaches, defaults defaults, terminations, cancellations or other occurrences that, individually or in the aggregate, accelerations that would not materially impair have a material effect on the ability of such Seller Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, (iii) violate any order of any Governmental Authority applicable to Buyer or any of the properties or assets of Buyer or (iv) to Buyer’s knowledge, assuming compliance with the matters referred to in this Agreement and the Ancillary AgreementsSection 4.3(b), violate any applicable Law. (iib) Except as set forth on Schedule 4.1(c)(ii)No consent, such Seller is not required to file, seek or obtain any notice, authorizationwaiver, approval, order, permit or consent of authorization of, or with declaration or filing with, or notification to, any Governmental Authority is required on the part of Buyer in connection with the execution, execution and delivery and performance by such Seller of this Agreement and each of the or any Ancillary Agreements to which such Seller Buyer will be a party party, the compliance by Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or therebythe taking by Buyer of any other action contemplated hereby, except for such filings other than as may be required by contemplated herein and in compliance with any applicable federal requirements of the Exchange Act or state securities or “blue sky” lawsthe Securities Act and the rules and regulations promulgated by the Commission thereunder.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller FL of this Agreement do not, the execution and each delivery by FL of any instrument required hereby to be executed and delivered by it at the Ancillary Agreements to which such Seller Closing will be a partynot, and the consummation performance of the transactions contemplated hereby its agreements and thereby, do not and obligations under this Agreement by FL will not: , (Ai) conflict with or violate the certificate of incorporation FL Charter or bylaws FL By-Laws or equivalent organizational documents of such Seller; any FL Subsidiary Documents, (Bii) conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller FL or any of its Subsidiaries or by which its or any property or asset of such Seller their respective properties is bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) ), or impair FL’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a Lien on any property, asset of the properties or right assets (including intangible assets) of such Seller FL or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller FL or any of its Subsidiaries is a party or by which such Seller FL or any of its properties, assets Subsidiaries or rights are its or any of their respective properties is bound or affected, exceptother than, in the case of the foregoing clauses (Biii) and (C)above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, impairment, rights of termination, amendment, acceleration or other occurrences thatcancellation, individually or in the aggregate, Liens that would not materially impair the ability of such Seller be reasonably expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery by FL of this Agreement do not, such Seller is not the execution and delivery by FL of any instrument required hereby to filebe executed and delivered by FL at the Closing will not, seek or obtain and the performance of agreements and obligations under this Agreement by FL will not, require any notice, authorizationconsent, approval, order, license, authorization, registration, declaration or permit of, or consent of filing with or with notification to, any court, arbitrational tribunal, administrative or regulatory agency or commission or other governmental authority or instrumentality (whether domestic or foreign, a “Governmental Authority in connection with Entity”), except (i) the execution, delivery and performance by such Seller of this Agreement and each filing of the Ancillary Agreements to which such Seller will be a party Certificate of Merger or the consummation of the transactions contemplated hereby or thereby, except for such filings other documents as may be required by any applicable federal the DGCL, (ii) the consent as set forth in Section 3.7(b) of FL Disclosure Schedule and (iii) such other consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings and notifications which, if not obtained or state securities or “blue sky” lawsmade, would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (i) The Except as set forth on Schedule 3.6 of the Company Disclosure Schedule, neither the execution, delivery and or performance by such Seller of this Agreement and each of the or any Ancillary Agreements to which such Seller will be a party, and Agreement by any Contributed Company or Contributor Party nor the consummation of the transactions contemplated hereby and thereby, do not and Transactions by any Contributed Company or Contributor Party will not: (Aa) conflict with or violate any provision of the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; Company Charter Documents, (Bb) conflict with or violate any Law applicable to such Seller or by which any property Contributed Company or asset Contributor Party or any of such Seller their assets or properties is bound or affected; or subject, (Cc) result in any breach ofconflict with or violate, constitute a default under (or an event thatthat with or without notice, with notice or lapse of time or both, would become both could conflict with or violate or constitute a default) default under), require any consent of consent, license, permit, approval, waiver, authorization, order, filing, registration, declaration or notice to any Person pursuant tounder or in connection with, give to others result in or trigger any 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 redemptionperformance obligation, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any noteContract, bondPermit, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller any Contributed Company or Contributor Party is a party or by which such Seller any of them or any of its properties, their assets or rights are properties is bound or affectedsubject, except(d) other than as explicitly set forth in this Agreement, the PM Contribution Agreement, the Advisor Contribution Agreement or the Transitional Services Agreement, result in or trigger any grant, license or assignment to any Person of any interest in or to or the case modification or loss of any rights with respect to, any Company Intellectual Property or any Intellectual Property Rights owned by or licensed to Buyer, any Contributed Company or any of their Affiliates, (e) result in or give rise to Buyer, any Contributed Company or any of their Affiliates being (i) bound by or subject to any noncompete or licensing obligation, covenant not to xxx, or other restriction on or modification of the foregoing clauses current or contemplated operation or scope of any of their respective businesses or (ii) obligated to (A) pay any royalty, honoraria, fee, expense or other payment to any Person in excess of those due or payable prior to Closing, or (B) and provide or offer any discount to, or other reduction in the payment or performance obligations of, any Person in excess of those provided to that Person prior to Closing, (Cf) result in the creation or imposition of any Lien on any of the properties or assets of any Contributed Company or Contributor Party or (g) require any Contributed Company or Contributor Party or any of their Affiliates to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing, registration or declaration with or provide notice to, any Governmental Authority or other Person, except with respect to clause (b), for any such conflictsas would not, violations, breaches, defaults or other occurrences thatwould not reasonably be expected to, individually or in the aggregate, would not materially impair be material to the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsBusiness. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partySTB Option Agreement by STB do not, and the consummation performance of this Agreement and the transactions contemplated hereby and therebySTB Option Agreement by STB shall not, do not and will not: (Ai) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws Bylaws or equivalent organizational documents of such Seller; STB or any of its subsidiaries, (Bii) subject to obtaining the approval of STB's shareholders of the Merger and compliance with the requirements set forth in Section 3.5(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller STB or any of its subsidiaries or by which its or any property or asset of such Seller their respective properties is bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require or impair STB's rights or alter the rights or obligations of any consent of third party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller STB or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller STB or any of its subsidiaries is a party or by which such Seller STB or any of its properties, assets subsidiaries or rights its or any of their respective properties are bound or affected, except, in the case of the foregoing clauses (B) and (C), except for any such conflicts, violations, breaches, defaults or other occurrences thatthat could not reasonably be expected to have, individually or in the aggregate, would not materially impair the ability a Material Adverse Effect. (b) The execution and delivery of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. STB Option Agreement by STB do not, and the performance of this Agreement by STB 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 (A) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), state securities laws ("BLUE SKY LAWS"), the pre-merger notification requirements (the "HSR APPROVAL") of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT") and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of Nasdaq and the filing and recordation of the Articles of Merger as required by the Texas Statute and (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (i) would not prevent consummation of the Merger or otherwise prevent STB from performing its obligations under this Agreement or (ii) Except as set forth on Schedule 4.1(c)(ii)could not, such Seller is not required individually or in the aggregate, reasonably be expected to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be have a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” lawsMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and each of Merger Sub and the Ancillary Agreements to which such Seller will be a partyStock Option Agreement by Parent do not, and the consummation performance of this Agreement by Parent and Merger Sub and the transactions contemplated hereby and therebyStock Option Agreement by Parent shall not, do not and will not: (Ai) conflict with or violate the certificate Certificate of incorporation or bylaws Incorporation, Bylaws or equivalent organizational documents of such Seller; Parent or any of its subsidiaries, (Bii) subject to obtaining the consents, approvals, authorizations and permits and making the registrations, filings and notifications, set forth in Section ------- 3.5(b) hereof, conflict with or violate any Law law, rule, regulation, order, ------ judgment or decree applicable to such Seller Parent or any of its subsidiaries or by which any property it or asset of such Seller is their respective properties are bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require or impair Parent's or any consent such subsidiary's rights or alter the rights or obligations of any third party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Parent or any of its subsidiaries is a party or by which such Seller Parent or any of its properties, assets subsidiaries or rights its or any of their respective properties are bound or affected, exceptexcept to the extent such conflict, violation, breach, default, impairment or other effect could not in the case of clauses (ii) or (iii) individually or in the foregoing clauses aggregate, reasonably be expected to have a Material Adverse Effect on Parent. (b) The execution and delivery of this Agreement by Parent and Merger Sub and the Stock Option Agreement by Parent do not, and the performance of this Agreement by Parent and Merger Sub shall not, require any consent, approval, authorization or permit of, or registration, filing with or notification to, any Governmental Entity, except for (i) applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act and of foreign governmental entities and the rules and regulations promulgated thereunder, (ii) the rules and regulations of The Nasdaq Stock Market, Inc., (iii) the filing and recordation of the Certificate of Merger as required by the Delaware Law and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (A) would not prevent consummation of the Merger or otherwise prevent Parent or Sub from performing their respective obligations under this Agreement or (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences thatcould not, individually or in the aggregate, would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Material Adverse Effect on Parent. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and each of by the Ancillary Agreements to which such Seller will be a partyEC Power Parties do not, and the consummation performance of this Agreement by the transactions contemplated hereby and thereby, do not and EC Power Parties will not: , (Ai) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws or equivalent organizational documents Bylaws of such Seller; any of the EC Power Parties; (Bii) subject to compliance with the requirements of Section 3.6(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller the EC Power Parties or by which any property or asset of such Seller the EC Power Parties' respective properties is bound or affected; or or (Ciii) 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, require or impair the EC Power Parties' rights or alter the rights or obligations of any consent of third party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any an Encumbrance on any property, asset of the properties or right assets of such Seller the EC Power Parties pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller any of the EC Power Parties is a party or by which such Seller an EC Power Party or any of its properties, assets or rights are their respective properties is bound or affected, except, except in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, violations or defaults or other occurrences that, individually or in the aggregate, that would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave an EC Power Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery of this Agreement by the EC Power Parties do not, such Seller is not required to fileand the performance of this Agreement by the EC Power Parties will not, seek or obtain require any notice, authorizationconsent, approval, orderauthorization or permit of, permit or consent of declaration, registration or filing with or notification to, any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or therebyEntity, except for (i) such consents, approvals, orders, authorizations, registrations, declarations, filings and notifications as may be required by any under applicable federal or and state securities (or “blue sky” related) laws, (ii) the filing of the Certificate of Merger pursuant to New York Law and (iii) such consents, approvals, orders, authorizations, filings, registrations, declarations and notifications which, if not obtained or made, would not prevent or delay consummation of the Merger or otherwise prevent the EC Power Parties from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller each of GA Inc., GBOS Inc. and the Sellers of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents Organizational Documents of such SellerPerson or any of its Subsidiaries; (Bii) conflict with or violate any Law applicable to such Seller Person or any of its Subsidiaries or by which any property or asset of such Seller Person or any of its Subsidiaries is bound or affected; or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such GA Inc., GBOS Inc., or any Seller under, or result in the creation of any Encumbrance on any property, asset or right of any such Seller Person or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract (subject to obtaining the Client Consents required under the Investment Contracts as contemplated by Section 5.7) to which such GA Inc., GBOS Inc., any Seller or any of their respective Subsidiaries is a party or by which such GA Inc., GBOS Inc., any Seller or any of its their respective Subsidiaries or any of their respective properties, assets or rights are bound or affected, ; except, in the case of the foregoing clauses clause (Bii) and (C)iii) above, for any such conflicts, violations, breaches, breaches or defaults or other occurrences that, individually or in the aggregate, have not been and would not materially impair reasonably be expected to be material to the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsGroup Companies, taken as a whole. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller No Group Company is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such GA Inc., GBOS Inc. or any Seller of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of GA Inc., GBOS Inc., any Seller or any their respective Subsidiaries, except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the GA Certificate of Merger or the GBOS Certificate of Merger (as applicable) with the Secretary of State of the State of Delaware and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws. (c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Law is, or at the Closing will be, applicable to the transactions contemplated by this Agreement or the Ancillary Agreements.

No Conflict; Required Filings and Consents. (ia) The execution, delivery delivery, and performance by such Seller each of the Owned Real Property Sellers of this Agreement and each of the Ancillary Agreements other Transaction Documents to which such Owned Real Property Seller will be is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: not (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents any Organizational Document of such Owned Real Property Seller; , (Bii) assuming compliance with the matters referred to in Section 4.3(b), conflict with or violate any Law applicable to such Owned Real Property Seller or by which any property or asset of such Owned Real Property Seller is bound or affected; or or (Ciii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other material Contract to which such Owned Real Property Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, party; except, in the case of the foregoing clauses clause (Bii) and or (Ciii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, or other occurrences that, individually or in the aggregate, occurrence that would not materially impair the ability of such Seller have or reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a BF Trust Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither of the Owned Real Property Sellers is not required to file, seek seek, or obtain any notice, authorization, approval, order, permit permit, or consent of or with any Governmental Authority in connection with the execution, delivery delivery, and performance by such Owned Real Property Seller of this Agreement and each of the Ancillary Agreements other Transaction Documents to which such Seller will be it is a party or the consummation of the transactions contemplated hereby or thereby, except (i) for any filings required to be made under the HSR Act or applicable foreign antitrust or competition Laws, or (ii) where failure to obtain such filings consent, approval, authorization, or action, or to make such filing or notification, would not have or reasonably be expected to have a BF Trust Material Adverse Effect or that arise as may be required by a result of any applicable federal facts or state securities circumstances relating to the Buyer or “blue sky” lawsany of its Affiliates.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) if such Seller is a legal entity, conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (Bii) conflict with or violate any Law applicable to such Seller or by which the Units owned by such Seller are bound or affected, except, in the case of this clause (ii), for any property such conflicts or asset violations that would not, individually or in the aggregate, materially impair the ability of such Seller is bound to consummate, or affectedprevent or materially delay, any of the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so; or (Ciii) conflict with or violate, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penaltiespenalties under, require the offering or making of any payment or redemptionredemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller the Units pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affectedbound, except, in the case of the foregoing clauses this clause (B) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair the ability of such Seller to consummate consummate, or prevent or materially delay, any of the transactions contemplated in by this Agreement and or the Ancillary AgreementsAgreements or would reasonably be expected to do so. (b) Except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (ii) Except such filings as set forth on Schedule 4.1(c)(ii)may be required by any applicable federal or state securities or “blue sky” laws, such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for other than those notices, authorizations, approvals, orders, permits or consents: (x) as have been given or obtained prior to the date hereof; (y) the failure of which to give or obtain would not reasonably be expected to impair in any material respect the ability of such filings Seller to perform such Seller’s obligations under this Agreement or any of the Ancillary Agreements to which such Seller is, or will be as of the Closing, a party, or prevent or materially delay consummation of the transactions contemplated hereby and thereby; or (z) as may be required by any applicable federal solely as a result of the business activities of the Buyer or state securities or “blue sky” lawsits Affiliates (other than the business activities of the Company prior to the Closing).

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller each Buyer of this Agreement and each of the Ancillary Agreements to which such Seller Buyer will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with with, cause a breach of or violate the certificate of incorporation or bylaws or equivalent organizational documents of such SellerBuyer; (Bii) conflict with or violate any Law applicable to such Seller Buyer or by which any property or asset of such Seller Buyer is bound or affected; or; (Ciii) conflict with, result in any breach of, violate, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, or give to others any right rights of termination, amendment, adverse modification, acceleration or cancellation of, allow the imposition of any fees material contract or penaltiesagreement to which such Buyer is a party, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional by which it may have rights or entitlements of any Person be bound or otherwise adversely affect any rights of such Seller under, or affected; or (iv) result in the creation or imposition of any Encumbrance on any property, asset properties or right assets of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affectedBuyer, except, in the case of the foregoing clauses (Biii) and or (Civ), for any such conflicts, violations, breaches, defaults defaults, Encumbrances or other occurrences thatthat would not, individually or in the aggregate, would not reasonably be expected to prevent, materially impair delay or materially impede the ability performance by the Buyers of such Seller to consummate their obligations under this Agreement or the consummation of the transactions contemplated in this Agreement and hereby, or that arise as a result of any facts or circumstances relating to the Ancillary AgreementsSellers or any of their Affiliates. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller Buyer of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any material right, privilege, license or qualification of such Buyer, except (i) for any filings required to be made under the Mexican Antitrust Law, the Conselho Administrativo de Defesa Econômica, and any other applicable antitrust Law, (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” lawsLaws or (iii) as may be necessary as a result of any facts or circumstances relating to the Sellers or any of their Affiliates.

No Conflict; Required Filings and Consents. (ia) The executionExcept as set forth on Section 3.6(a) of the Seller Disclosure Schedule, the execution and delivery and performance by such the Seller Parties of this Agreement and each of Agreement, the Ancillary Agreements other Transaction Documents to which such Person is party or any instrument required by this Agreement to be executed and delivered by any Seller will be a partyParty on or prior to the Closing do not, and the consummation performance of this Agreement, the transactions contemplated hereby other Transaction Documents to which such Person is a party and thereby, any instrument required by this Agreement to be executed and delivered by it on or prior to the Closing do not and will not: , (Ai) conflict with with, require a consent or notice under or violate the certificate Organizational Documents of incorporation the Seller Parties, the Company or bylaws any of its Subsidiaries, (ii) with or equivalent organizational documents without notice or the passage of such Seller; (B) time or both, conflict with with, require a consent or notice under or violate any Law Law, Permit or Order applicable to such Seller the Company or any of its Subsidiaries or by which any property of their properties, rights or asset of such Seller assets is bound or affected; or , or (Ciii) with or without notice or the passage of time or both, violate, conflict with or result in a breach of any breach provision of, or constitute a default (or an event thatwhich, with notice or lapse the giving of notice, the passage of time or both, otherwise would become constitute a default) under, require any consent of under or notice to entitle any Person pursuant toto terminate, give to others any right of termination, amendment, modification, acceleration accelerate or cancellation cause a breach or default 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 such Seller under, or result in the creation of any Encumbrance on Lien upon any propertyof the properties or assets of the Company or any of its Subsidiaries under, asset or create any right of such Seller pursuant toacceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation of the loss of any note, bondright or benefit under any contract, mortgage, indenturelien, lease, agreement, leaseindenture, license, permit, franchisetrust, instrument, obligation order, judgment or other Contract decree to which such Seller the Company or any of its Subsidiaries is a party or by which such Seller is binding upon the Company or any of its properties, assets Subsidiaries or rights are bound or affected, except, in the case upon any of the foregoing clauses (B) assets of any of the foregoing. The JCE Trust hereby represents and (C)warrants that the execution and delivery by the JCE Trust of this Agreement, for the other Transaction Documents to which it is a party or any such conflictsinstrument required by this Agreement to be executed and delivered by the JCE Trust on or prior to the Closing do not, violationsand the performance of this Agreement, breachesthe other Transaction Documents to which it is a party and any instrument required by this Agreement to be executed and delivered by it on or prior to the Closing do not and will not, defaults conflict with, require a consent or notice under or violate the underlying trust agreement or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementssimilar governing instrument. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek No Governmental Approval or obtain any notice, authorization, approval, order, permit or consent of or Filing with any Governmental Authority is required to be obtained or made by the Company, its Subsidiaries or any Seller Party in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or therebyhereby, except (i) for such filings compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (ii) Filings with Insurance Regulators and other Filings and approvals that, in each case of this clause (ii) are listed on Section 3.6(b) of the Seller Disclosure Schedule (the consents, approvals, Orders, authorizations, acknowledgements and Filings required under or in connection with this clause (ii), the “Required Governmental Authorizations”), (iii) Filings with Insurance Regulators for approval or non-disapproval of the Special Dividend and (iv) as may be required by necessary as a result of any applicable federal facts or state securities or “blue sky” lawscircumstances relating to Buyer and its Affiliates.

No Conflict; Required Filings and Consents. (ia) The executionNeither the execution and delivery of this Agreement by such Seller, delivery and performance nor the consummation by such Seller of the transactions to which it is a party that are contemplated by this Agreement and each will, (i) if such Seller is a corporation, limited liability company, limited partnership or trust, conflict with, or result in any violation or breach of, any provision of the Ancillary Agreements to which such Seller will be a partycertificate or articles of incorporation, and the consummation of the transactions contemplated hereby and therebybylaws, do not and will not: (A) conflict with limited liability or violate the certificate of incorporation operating agreement , partnership agreement or bylaws or equivalent organizational documents trust agreement of such Seller; , (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (Cii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or an event that, with notice or lapse of time or both, would become give rise to a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, cancellation or acceleration or cancellation of, allow the imposition of any fees obligation or penalties, require the offering or making loss 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 such Seller benefit) under, or result in require a consent or waiver under, any of the creation terms, conditions or provisions of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, trust agreement, mortgage, indenture, lease, contract or other agreement, lease, license, permit, franchise, instrument, instrument or obligation or other Contract to which such Seller is a party or by which such Seller or any of its propertiesproperties or assets may be bound, assets or rights are bound (iii) subject to the governmental filings and other matters referred to in Section 4.03(b), conflict with or affectedviolate any permit, exceptconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Seller or any of its properties or assets; except in the case of the foregoing clauses (Bii) and (C), iii) for any such conflictsconflict, violationsviolation, breachesbreach, defaults default or other occurrences thatmatter which, individually or in the aggregate, would not materially impair the ability of prevent such Seller to consummate the transactions contemplated in from performing its obligations under this Agreement and the Ancillary AgreementsAgreement. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorizationNo consent, approval, orderorder or authorization of, permit or consent of registration, declaration or with filing with, any Governmental Authority Entity is required by such Seller in connection with the execution, execution and delivery and performance by such Seller of this Agreement and each of or the Ancillary Agreements Transaction Documents to which such Seller will be is a party or the consummation by such Seller of the transactions contemplated hereby or thereby, except for (i) filings under the Exchange Act or (ii) such consents, approvals, orders, authorizations, registrations, declarations, or filings as may be required by or with respect to Buyer, Buyer Sub or the Company or any applicable federal or state securities or “blue sky” lawsof its Subsidiaries.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, with or without the giving of notice or passage of time or both: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller’s Governing Documents or any effective resolution of any of its directors, shareholders, managers or members; (Bii) conflict with or violate in any Law or Order applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (Ciii) 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 give to any Person any rights of termination, acceleration, modification, cancellation or revocation of, or require any notice, consent or waiver of or notice to any Person pursuant to, give to others or result in any right loss 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 such Seller under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on any property, property or asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation Assigned Contract or other Contract to which such Seller is a party or by which such Seller or any of its properties, properties or assets or rights are bound or affectedaffected or any other material licenses, exceptfilings, qualifications, franchises, permits, certificates, approvals or other similar authorizations issued by applicable Governmental Authorities necessary for the lawful conduct of such Seller’s business or to own or use its properties or assets as conducted as of the date hereof; except in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatas to matters that have not had and would not reasonably be expected to have, individually or in the aggregate, would not materially impair a material and adverse effect on (y) the Business or (z) the ability of such any Acquired Company or any Seller to perform its respective obligations under this Agreement and the Ancillary Agreements or to consummate the transactions contemplated in this Agreement hereby and the Ancillary Agreementsthereby. (iib) Except as set forth on Schedule 4.1(c)(ii), such No Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority Consent in connection with the execution, delivery and or performance by such Seller any Acquired Company of this Agreement and each of the or any Ancillary Agreements to which such Seller will be a party Agreement or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by Consents (i) under the HSR Act, (ii) under any applicable federal or state securities Laws and (iii) those the failure of which to obtain or “blue sky” lawsmake has not had and would not reasonably be expected to have, individually or in the aggregate, a material and adverse effect on (y) the Business or (z) the ability of any Acquired Company or any Seller to perform its respective obligations under this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Company of this Agreement and each of the Ancillary Agreements to which such Seller the Company will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate articles of incorporation or bylaws or equivalent organizational documents of such Sellerthe Company or any of its Subsidiaries; (Bii) conflict with or violate in any material respect any Law applicable to such Seller the Company or any of its Subsidiaries or by which any property or asset of such Seller the Company or any of its Subsidiaries is bound or affected; or (Ciii) except as set forth on Schedule 3.3(a)(iii) of the Disclosure Schedules, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any 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 such Seller the Company or any of its Subsidiaries under, or result in the creation of any Encumbrance on any property, asset or right of such Seller the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, material agreement, material lease, material license, material permit, material franchise, material instrument, material obligation or other Material Contract to which such Seller the Company or any of its Subsidiaries is a party or by which such Seller the Company or any of its Subsidiaries or any of their respective properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither the Company nor any of its Subsidiaries is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Company of this Agreement and each of the Ancillary Agreements to which such Seller the Company will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of the Company or any of its Subsidiaries, except for such filings as may be required the filing of the Articles of Merger with the State Corporation Commission of Virginia. (c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Law is, or at the Effective Time will be, applicable to the transactions contemplated by any applicable federal this Agreement or state securities or “blue sky” lawsthe Ancillary Agreements.

No Conflict; Required Filings and Consents. (ia) The executionExcept as set forth in Section 4.05 of the Viacom Disclosure Schedule, the execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a partyby Viacom do not, and the consummation performance of the transactions contemplated hereby and thereby, do not and herein by Viacom will not: , (Ai) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-Laws or equivalent organizational documents of such Seller; Viacom or any Material Viacom Subsidiary, (Bii) conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller Viacom or any Viacom Subsidiary or by which any property or asset of such Seller Viacom or any Viacom Subsidiary is bound or affected; or , or (Ciii) 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, require any consent result in the loss of a material benefit under or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance a lien or other encumbrance on any property, property or asset of Viacom or right of such Seller any Viacom Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Viacom or any Viacom Subsidiary is a party or by which such Seller Viacom or any Viacom Subsidiary or any property or asset of its properties, assets Viacom or rights are any Viacom Subsidiary is bound or affected, except, except in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatwhich would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Viacom from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Viacom Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)The execution and delivery of this Agreement by Viacom do not, such Seller is not required to fileand the performance of this Agreement by Viacom will not, seek or obtain require any notice, authorizationconsent, approval, orderauthorization or permit of, permit or consent of filing with or with notification to, any Governmental Authority in connection with the executionEntity, delivery and performance by such Seller of this Agreement and each except (i) for (A) applicable requirements, if any, of the Ancillary Agreements Exchange Act, Securities Act, state securities or Blue Sky Laws and state takeover laws, (B) the pre-merger notification requirements of the HSR Act, (C) applicable requirements, if any, of the Communications Act, and of state and local governmental authorities, including state and local authorities granting franchises to which operate cable systems, (D) applicable requirements of the Investment Canada Act of 1985 and the Competition Act (Canada), (E) filing and recordation of appropriate merger documents and the Viacom Certificate Amendments as required by Delaware Law and (F) any non-United States competition, antitrust and investment laws and (ii) where failure to obtain such Seller will be a party consents, approvals, authorizations or the permits, or to make such filings or notifications, would not prevent or delay consummation of the transactions contemplated hereby Merger in any material respect, or therebyotherwise prevent Viacom from performing its obligations under this Agreement in any material respect, except for such filings as may be required by any applicable federal and would not, individually or state securities or “blue sky” lawsin the aggregate, have a Viacom Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller the Company of this Agreement and each of the Ancillary Agreements Transaction Documents to which such Seller the Company will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such SellerCompany Constituent Documents; (Bii) conflict with or violate any Law applicable to such Seller the Company or by which any property or asset of such Seller the Company is bound or affected; or (Ciii) require the consent, notice or other action by any Person under, conflict with, result in any a violation or breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become constitute a default) default under, require any consent result in the acceleration of or notice create in any party the right to accelerate, terminate, modify or cancel any Person pursuant toMaterial Contract or Permit to which the Company is a party or by which Company or the Business is bound (including any Assigned Contract), give to others any right of terminationexcept for such consents, amendmentapprovals, modificationPermits, acceleration Governmental Orders, declarations, filings or cancellation ofnotices which, allow in the imposition of any fees or penaltiesaggregate, 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 such Seller under, would not have a Material Adverse Effect; or result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any property, asset or right of such Seller the Company pursuant to, to any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsMaterial Contract. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller The Company is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the Company of this Agreement and each of the Ancillary Agreements Transaction Documents to which such Seller the Company will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of the Company, except for (i) the filing of the First Certificate of Merger and the Second Certificate of Merger, and (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws. (c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Law is, or at the Effective Time will be, applicable to the transactions contemplated by this Agreement or the Transaction Documents.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and each of Merger Sub and the Ancillary Agreements to which such Seller will be a partyStock Option Agreement by Parent do not, and the consummation performance of this Agreement by Parent and Merger Sub and the transactions contemplated hereby and therebyStock Option Agreement by Parent shall not, do not and will not: (Ai) conflict with or violate the certificate Articles of incorporation or bylaws Incorporation, Bylaws or equivalent organizational documents of such Seller; Parent or any of its Subsidiaries, (Bii) subject to compliance with the requirements set forth in Section 3.5(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller Parent or any of its Subsidiaries or by which any property it or asset of such Seller is their respective properties are bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require or impair Parent's or any consent such Subsidiary's rights or alter the rights or obligations of any third party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller Parent or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Parent or any of its Subsidiaries is a party or by which such Seller Parent or any of its properties, assets Subsidiaries or rights its or any of their respective properties are bound or affected, except, in the case of the foregoing with respect to clauses (Bii) and or (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not in the case of clauses (ii) or (iii), individually or in the aggregate, would not materially impair the ability have a Material Adverse Effect on Parent. (b) The execution and delivery of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. Agreement of Merger by Parent and Merger Sub and the Stock Option Agreement and the Agreement of Merger by Parent do not, and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act and of foreign governmental entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing and recordation of the Merger Documents as required by California Law and (ii) Except as set forth on Schedule 4.1(c)(ii)where the failure to obtain such consents, approvals, authorizations or permits, or to make such Seller is filings or notifications, (x) would not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the prevent consummation of the transactions contemplated hereby Merger or therebyotherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement or (y) could not, except for such filings as may individually or in the aggregate, reasonably be required by any applicable federal or state securities or “blue sky” lawsexpected to have a Material Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement by the Company and each of the Ancillary Agreements to which such Seller will be a partyStockholders does not, and the consummation of the transactions contemplated hereby and thereby, do will not and will not: (Ai) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws bylaws, in each case as amended or equivalent organizational documents restated, of such Seller; the Company, (Bii) conflict with or violate any Law federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to such Seller the Stockholders or the Company or by which any property of their properties or asset of such Seller assets is bound or affected; or subject or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance lien or encumbrance on any property, asset of the properties or right assets of such Seller the Company pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller any Stockholder or the Company is a party or by or to which such Seller any Stockholder or the Company or any of its properties, their properties or assets or rights are is bound or affected, except, in the case subject. The Board of Directors of the foregoing clauses (B) and (C)Company has taken all actions necessary under California Law, for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate including approving the transactions contemplated in by this Agreement and taking appropriate actions under California Law or any other applicable stockholder protection laws, to ensure that any restrictions on business combinations or the Ancillary Agreementsowning or voting of the capital stock of the Company do not, and will not, apply with respect to or as a result of the transactions contemplated by this Agreement. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, The execution and delivery and performance by such Seller of this Agreement by the Company and each of the Ancillary Agreements to which such Seller will be a party or the Stockholders does not, and consummation of the transactions contemplated hereby will not, require the Company or therebyany Stockholder to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any governmental or regulatory authority, domestic or foreign (each individually, a "Governmental Entity," and collectively, "Governmental Entities"), except for such filings the filing and recordation of appropriate merger documents as may be required by any applicable federal or state securities or “blue sky” lawsCalifornia Law and Delaware Law.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller Buyer of this Agreement and each of the Ancillary Agreements to which such Seller Buyer, as applicable, will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such SellerBuyer, as applicable; (Bii) conflict with or violate any Law applicable to such Seller Buyer or by which any property or asset of such Seller Buyer is bound or affected; or (Ciii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, or give to others any right rights of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees material contract 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract agreement to which such Seller Buyer is a party or by which such Seller or any of its properties, assets or rights are bound or affected, party; except, in the case of the foregoing clauses clause (Bii) and or (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair reasonably be expected to have a material adverse effect on the ability of such Seller Buyer, as applicable, to perform its obligations under this Agreement or the Ancillary Agreements to which it will be a party or to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby or thereby. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Such Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller Buyer of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of such Buyer, except (i) for any filings required to be made under the HSR Act or (ii) where failure to obtain such filings as may consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be required by any applicable federal expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this Agreement or state securities the Ancillary Agreements to which it will be a party or “blue sky” lawsto consummate the transactions contemplated hereby or thereby.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller each of Buyer and Merger Sub of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the certificate of incorporation or bylaws of Buyer or equivalent organizational documents of such SellerMerger Sub; (Bii) conflict with or violate any Law applicable to such Seller Buyer or Merger Sub or by which any property or asset of such Seller Buyer or Merger Sub is bound or affected; or (Ciii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, under or require any consent of or notice to any Person pursuant to, give to others any 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 such Seller under, or result in the creation of any Encumbrance on any property, asset or right of such Seller pursuant to, any material note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller Buyer or Merger Sub is a party or by which such Seller Buyer or Merger Sub or any of its their respective properties, assets or rights are bound or affected, except, ; except in the case of the foregoing clauses (Bii) and (Ciii), for any such conflicts, violations, breaches, defaults or other occurrences thatas to matters that could not, individually or in the aggregate, would not materially impair reasonably be expected to have a material adverse effect on the ability of such Seller Buyer or Merger Sub to consummate the transactions contemplated in perform its obligations under this Agreement and or the Ancillary AgreementsAgreements to which it will be a party. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller Neither Buyer nor Merger Sub is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller Buyer and Merger Sub of this Agreement and each of the Ancillary Agreements to which such Seller it will be a party or the consummation of the transactions contemplated hereby or thereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any filings required to be made under the HSR Act and any foreign antitrust laws, and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws.. 33

No Conflict; Required Filings and Consents. (i) The execution, execution and delivery and performance by such Seller of this Agreement and each the grant of the Ancillary Agreements Proxy to which such Seller will be a partythe Company by Stockholder do not, and the consummation performance of this Agreement and the grant of the transactions contemplated hereby and thereby, do not and Proxy to the Company by Stockholder will not: , (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (Bi) conflict with or violate any Law statute, law, rule, regulation, order, judgment or decree applicable to such Seller Stockholder or by which Stockholder or any property of Stockholder's properties or asset of such Seller assets is bound or affected; or , (Cii) violate or conflict with the Certificate of Incorporation, Bylaws or other equivalent organizational documents of Stockholder (if any), or (iii) result in any breach of, or constitute a default (with or an event that, with without notice or lapse of time or both, would become a default) any breach of or default under, require any consent of or notice to any Person pursuant to, give to others another party any 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 such Seller under, or result in the creation of any Encumbrance lien or encumbrance or restriction on any property, asset of the property or right assets of such Seller Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller Stockholder is a party or by which such Seller Stockholder or any of its properties, Stockholder's properties or assets or rights are is bound or affected, except, in the case . There is no beneficiary or holder of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults a voting trust certificate or other occurrences that, individually interest of any trust of which Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or in the aggregate, would not materially impair the ability consummation by Stockholder of such Seller to consummate the transactions contemplated in by this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements. grant of the Proxy to the Company by Stockholder do not, and the performance of this Agreement and the grant of the Proxy to the Company by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any third party or any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) Except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or materially delay the performance by Stockholder of Stockholder's obligations under this Agreement. Other than a Lock-Up Agreement with Parent dated as set forth on Schedule 4.1(c)(ii)of even date herewith, such Seller Stockholder does not have any understanding in effect with respect to the voting or transfer of any Shares, other than any right of repurchase granted to Parent. Stockholder is not required to file, seek make any filing with or obtain notify any notice, authorization, approval, order, permit governmental or consent of or with any Governmental Authority regulatory authority in connection with this Agreement, the execution, delivery and performance by such Seller of this Merger Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or therebythereby pursuant to the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, except as amended, and the rules and regulations promulgated thereunder (the "HSR Act"). If Stockholder is a natural person and is married, and Stockholder's Shares constitute community property or if the approval of Spouse is otherwise needed for such filings as may this Agreement to be required by any applicable federal or state securities or “blue sky” lawslegal, valid and binding on Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Spouse, enforceable against Spouse in accordance with its terms.

No Conflict; Required Filings and Consents. (i) The execution, execution and delivery of the Transaction Documents by Seller do not and the performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and or thereby will not: , subject to obtaining the consents, approvals, authorizations, and permits and making the filings described in this Section 3.1(e), (A) violate, conflict with with, or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) result in any breach of any provision of the Agreement of Limited Partnership, (B) 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 default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation permit the termination 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 such Seller under, or result in the acceleration of, or entitle any party to accelerate (whether as a result of a change of control of Seller or otherwise) any obligation, or result in the loss of any benefit, or give any person the right to require any security to be repurchased, or give rise to the creation of any Encumbrance on lien, charge, security interest, or encumbrance upon any propertyof the Assets under any of the terms, asset conditions, or right provisions of such Seller pursuant toany loan or credit agreement, any note, bond, mortgage, indenture, agreementor deed of trust, or any license, lease, licenseagreement, permit, franchise, instrument, obligation or other Contract instrument or obligation to which such Seller is a party or by which such Seller it or any of its properties, assets or rights are the Assets may be bound or affectedsubjected, exceptor (C) violate any order, in the case writ, judgment, injunction, decree, statute, law, rule, or regulation, of any Governmental Entity applicable to Seller or by which or to which any of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults Assets is bound or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorizationsubject. No consent, approval, order, permit or consent of authorization of, or registration, declaration, or filing with, any Governmental Entity is required by or with any Governmental Authority respect to Seller in connection with the execution, execution and delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Transaction Documents by Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings (1) the filing of a premerger notification report under the Hart- Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as may be required amended (the "HSR Act"), and (2) the FCC Consents as contemplated by any applicable federal or state securities or “blue sky” lawsSection 7.1 hereof.

No Conflict; Required Filings and Consents. (ia) The execution, None of the execution and delivery and performance by such Seller each of the Acquiror or Subs of this Agreement and each of or the Ancillary Agreements to which such Seller will be it is a party, and the consummation of the transactions contemplated hereby Transactions by the Acquiror and therebySubs or compliance by Acquiror or Subs with any of the provisions hereof or thereof will conflict with, do not and will not: (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; (B) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller is bound or affected; or (C) result in any breach violation of, constitute a breach of or default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, require any consent of or notice give rise to any Person pursuant to, give to others any a 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 redemptionunder, give rise to or accelerate any increasedLiability, guaranteedpayment or right under, accelerated or additional rights or entitlements require the consent of any Person or otherwise adversely affect any rights of such Seller under, third party under or result in the imposition or creation of any Encumbrance on upon or with respect to any propertyof the assets (whether tangible or intangible), asset properties or right rights of such Seller pursuant toAcquiror or Subs, under (i) the Organizational Documents of Acquiror or Subs; (ii) any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation Contract or other Contract Permit to which such Seller Acquiror or Subs is a party or subject or by which such Seller any properties or any assets of its properties, assets Acquiror or rights Subs are bound or affected; (iii) any Order of any Governmental Authority applicable to Acquiror or Subs or by which any properties or assets of Acquiror or Subs are bound; or (iv) any Law as applied to Acquiror or Subs or any of their properties or assets, except, in the case of the foregoing clauses (Bii), (iii) and (Civ), for any such conflicts, violations, breaches, defaults or other occurrences thatthat would not, individually or in the aggregate, would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave an Acquiror Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)No consent, such Seller is not required to file, seek or obtain any notice, authorizationwaiver, approval, orderOrder, permit Permit or consent of authorization of, or with declaration or filing with, or notification to, any Governmental Authority is required on the part of any of Acquiror or Subs in connection with the execution, its execution and delivery and performance by such Seller of this Agreement and each of or the Ancillary Agreements to which such Seller will be it is a party or the compliance by any of Acquiror or Subs with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby Transactions by any of Acquiror or therebySubs, except (i) for compliance with the applicable requirements of the HSR Act, (ii) the authorizations required from the applicable Governmental Authorities set forth on the Applicable Antitrust Authorizations Schedule, (iii) for such filings as may be required by any applicable federal or state securities or “blue sky” lawslaws or (iv) for such other approvals the failure of which to obtain, would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. Except as set forth in Section 4(c) of the Disclosure Schedule delivered by Seller to Buyer concurrently herewith (i) The executionthe “ Disclosure Schedule”), the execution and delivery and performance by such Seller of this Agreement and each the Seller Related Agreements by Seller do not, and the performance of this Agreement and the Ancillary Seller Related Agreements to which such by Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do thereby will not and will not: (Ai) conflict with or violate the certificate articles of incorporation organization, operating agreements or bylaws other organizational documents, in each case as amended or equivalent organizational documents restated, of such Seller; Seller or any of the Companies, (Bii) conflict with or violate any Law United States federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree applicable to such Seller or any of the Companies or by or to which any property of their respective properties or asset of such Seller is assets are bound or affected; or subject, (Ciii) result in any breach of, or constitute a default (or an event that, that with notice or lapse of time or both, both would become constitute a default) under, require any consent of or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance lien, encumbrance, security interest, mortgage, pledge, claim, option or restriction of any kind whatsoever (collectively “ Liens”) on any property, asset of the properties or right assets of such Seller or any of the Companies pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permitcontract, franchisenote, instrumentmortgage, obligation indenture, arrangement or other Contract obligation (collectively, “ Contracts”) to which such Seller or any of the Companies is a party or by which such Seller any of their respective properties or assets are bound, or (iv) require the consent, approval or action of or any of its propertiesfiling with or notice to any other individual or entity, assets including any partnership, corporation, limited liability company or rights are bound or affectedtrust (each, except, in the case of the foregoing clauses (B) and (Ca “ Person”), for or any such conflictscourt, violations, breaches, defaults administrative agency or commission or other occurrences thatgovernmental authority or instrumentality, individually domestic or in the aggregateforeign (each, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementsa “ Governmental Entity”). (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The None of the execution, delivery and or performance by such Seller of this Agreement by Parent and each of the Ancillary Agreements to which such Seller will be a party, and Acquisition Sub or the consummation by Parent and Acquisition Sub of the transactions contemplated hereby and thereby, do not and will not: (Ai) conflict with or violate the any provision of Parent’s or its Subsidiaries’ certificate of incorporation or bylaws (or equivalent organizational documents of documents), (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 5.4(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Seller; (B) Consent has been satisfied, conflict with or violate any Law applicable to such Seller Parent or any of its Subsidiaries (including Acquisition Sub) or by which any property or asset of such Seller Parent or any of its Subsidiaries is bound or affected; or affected or (Ciii) require any consent or approval under, violate, conflict with, result in any breach of, of or constitute a default under (with or an event that, with without notice or lapse of time time, or both), would become a default) or any loss of any material benefit under, require any consent of or notice give rise to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition any Contract to which Parent or any 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 such Seller underits Subsidiaries is a party, or result in the creation of a Lien (other than Permitted Liens) upon any Encumbrance on any property, asset of the respective properties or right assets of such Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller Parent or any of its propertiesSubsidiaries, assets or rights are bound or affected, exceptother than, in the case of the foregoing clauses (Bii) and (Ciii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, amendment, acceleration or other occurrences that, individually or in the aggregate, cancellation that would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Parent Material Adverse Effect. (iib) Except as set forth on Schedule 4.1(c)(ii)No Consent of, such Seller is not required to fileor registration, seek declaration or obtain any noticefiling with, authorizationor notice to, approval, order, permit or consent of or with any Governmental Authority (with or without notice or lapse of time, or both) is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby hereby, other than (i) the filing with the SEC of the Proxy Statement and the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or therebyany of its Subsidiaries is qualified to do business, except for (iii) applicable reporting or other requirements of or filings under applicable securities Laws or corporation or Blue Sky Laws of various states, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (iv) such filings as may be required in connection with any Taxes, (v) such filings as may be required under the rules and regulations of the Nasdaq Global Select Market (“Nasdaq”), (vi) such other items required solely by any applicable federal reason of the participation of the Company in the transactions contemplated hereby, (vii) compliance with and filings or state securities notifications under the HSR Act or “blue sky” lawsother Antitrust Laws and (viii) such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made would not have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (ia) The Except as otherwise provided in Section 4.3(b), the execution, delivery and performance by such Seller party of this Agreement and each of the Ancillary Agreements to which such Seller party will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: : (Ai) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents formation of such Seller; party or the Existing JGW LLC Agreement; (Bii) conflict with or violate any Law applicable to such Seller any JGW Entity or by which any property or asset of such Seller any JGW Entity is bound or affected; or or (Ciii) (A) result in any breach of, (B) constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, (C) require any consent of or notice to any Person pursuant to, (D) give to others any right of termination, amendment, modification, acceleration or cancellation of, (E) 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 materially adversely affect any rights of such Seller any of the JGW Entities under, or (F) result in the creation of any Encumbrance on any material property, asset or right of such Seller any of the JGW Entities pursuant to, in the case of (A) through (F), any material note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller any JGW Entity is a party or by which such Seller any JGW Entity or any of its their respective material properties, assets or rights are bound or affected, exceptincluding, in the case any of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsJGW Material Contracts. (iib) Except as set forth on Schedule 4.1(c)(ii), such Seller None of the JGW Entities is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller the JGW Entities of this Agreement and each of the Ancillary Agreements to which such Seller JGW Entity will be a party or the consummation of the transactions contemplated hereby or therebythereby or in order to prevent the termination of any right, privilege, license or qualification of JGW, except for (i) any filings required to be made under the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Support Agreement and each of the Ancillary Agreements to which such Seller will be a partyParent by Shareholder does not, and the consummation performance by the Shareholder of the transactions contemplated hereby and thereby, do not and its obligations under this Support Agreement will not: , (Ai) conflict with or violate any provision of the certificate of incorporation or bylaws or equivalent organizational documents of such Seller; Shareholder (Bif Shareholder is a legal entity), (ii) conflict with or violate any Law applicable to such Seller or by which any property or asset of such Seller Shareholder is bound or affected; or bound, (Ciii) result in any breach of, or constitute a default (with or an event that, with without notice or lapse of time or both, would become a default) any breach of or default under, require any consent of or notice to any Person pursuant to, give to others another party any 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 such Seller under, or result in the creation of any Encumbrance Lien on any property, asset of the property or right assets of such Seller Shareholder pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation Contract or other Contract instrument or obligation to which such Seller Shareholder is a party or by which such Seller Shareholder or any of its properties, Shareholder’s properties or assets or rights are is bound or affected, or (iv) require any consent of, approval, authorization or permit of any third party, including any Governmental Authority, or any filing with or license from or registration, declaration or notification to any Governmental Authority (except for filings, if any, under the Exchange Act, securities Laws or the ICL), except, in the case of the foregoing with respect to clauses (Bii), (iii) and (Civ), for any such conflictsas would not prevent Shareholder’s ability to perform its obligations hereunder. Except as indicated in Exhibit A, violations, breaches, defaults there is no beneficiary or holder of a voting trust certificate or other occurrences that, individually or in interest of any trust of which Shareholder is a trustee whose consent is required for the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement execution and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Support Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation by Shareholder of the transactions contemplated hereby by this Support Agreement. (b) Except as indicated in Exhibit A, Shareholder (i) has not entered into any Support Agreement or therebyvoting trust, except for such filings as may be required by any applicable federal with respect to the Shareholder Shares, and (ii) has not granted a proxy or state securities power of attorney with respect to the Shareholder Shares that is inconsistent with its obligations pursuant to this Support Agreement or “blue sky” lawsthat would materially interfere with Shareholder’s ability to perform its obligations hereunder.

No Conflict; Required Filings and Consents. (ia) The execution, execution and delivery and performance by such Seller of this Agreement and by each of the Ancillary Agreements to which such Seller will be a partyMOJAVE SOUTHERN and Acquisition Corp. does not, and the consummation performance of the transactions contemplated hereby and therebythis Agreement by MOJAVE SOUTHERN shall not, do not and will not: (Ai) conflict with or violate the certificate Articles of incorporation or bylaws Incorporation, Bylaws or equivalent organizational documents of such Seller; MOJAVE SOUTHERN, Acquisition Corp. or any subsidiary, (Bii) subject to compliance with the requirements set forth in Section 4.5(b) below, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to such Seller MOJAVE SOUTHERN, Acquisition Corp. or any subsidiary or by which any property or asset of such Seller is its properties are bound or affected; or , or (Ciii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, require or impair MOJAVE SOUTHERN’S rights or alter the rights or obligations of any consent of third party under, or notice to any Person pursuant to, give to others any right rights 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 such Seller under, or result in the creation of any Encumbrance a lien or encumbrance on any property, asset of the properties or right assets of such Seller MOJAVE SOUTHERN pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, instrument, obligation franchise or other Contract instrument or obligation to which such Seller MOJAVE SOUTHERN or any subsidiary is a party or by which such Seller MOJAVE SOUTHERN or any subsidiary or any of its properties, assets or rights their respective properties are bound or affected. (b) The execution and delivery of this Agreement by MOJAVE SOUTHERN and Acquisition Corp. does not, exceptand the performance of this Agreement by MOJAVE SOUTHERN and Acquisition Corp. shall not, in require any consent, notice, report, order, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except (i) the case filing of the foregoing clauses Merger Certificate with the Secretary of State of the State of Delaware; (Bii) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, the rules and regulations of the NASD, and the mailing to MOJAVE SOUTHERN Stockholders and filing with the SEC of a notice pursuant to SEC Rule 14f-1 under the Exchange Act; and (C)iii) where the failure to obtain such consents, for any MOJAVE SOUTHERN Approvals, authorizations or permits, or to make such conflictsfilings or notifications (a) would not prevent the consummation of the Merger or otherwise prevent MOJAVE SOUTHERN from performing its obligations under this Agreement, violations, breaches, defaults or other occurrences that(b) could not, individually or in the aggregate, would not materially impair the ability of such Seller reasonably be expected to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshave a Material Adverse Effect on MOJAVE SOUTHERN. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or state securities or “blue sky” laws.

No Conflict; Required Filings and Consents. (ia) The execution, delivery and performance by such Seller Target of this Agreement and each of the Ancillary Agreements ancillary agreement to which such Seller will be Target is a party, and the consummation of the transactions contemplated hereby and therebyMerger, do not and will not: (Ai) conflict with or violate Target’s certificate of incorporation or bylaws, including all amendments, modifications and supplements thereto (the “Target Charter Documents”) or the certificate of incorporation or bylaws bylaws, or equivalent other organizational documents documents, of such Sellerany of Target’s Subsidiaries; (Bii) conflict with or violate any Law Legal Requirement, in any material respect, applicable to such Seller Target or any of its Subsidiaries or by which any property or asset of such Seller Target or any of its Subsidiaries is bound or affected; or; (Ciii) result in any material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, require any consent of or prior notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any material fees or penalties, require the offering or making of any material payment or redemption, give rise to any material increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise materially and adversely affect any rights of such Seller Target or any of its Subsidiaries under, or result in the creation of any Encumbrance on any property, asset or right of such Seller Target or any of its Subsidiaries pursuant to, any noteMaterial Contract, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which such Seller is a party or by which such Seller or except as set forth in Part 2.3(a)(iii) of the Disclosure Schedule. (b) Neither Target nor any of its properties, assets or rights are bound or affected, except, in the case of the foregoing clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not materially impair the ability of such Seller to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. (ii) Except as set forth on Schedule 4.1(c)(ii), such Seller Subsidiaries is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such Seller Target of this Agreement and each of the Ancillary Agreements ancillary agreements to which such Seller Target will be a party or the consummation of the transactions contemplated hereby Merger or therebyin order to prevent the termination of any right, privilege, license or qualification of Target or any of its Subsidiaries, except for (i) any filings required by the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws. (c) No “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) or any anti-takeover provision in the Target Charter Documents is, or at the Effective Time will be, applicable to Target, any Target Stock, this Agreement or the Merger.