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

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither Except for the execution Enhanced Advisory Client Consents or as set forth on Schedule 3.2(a), the execution, delivery and delivery by Seller performance of this Agreement and each of the Transaction Ancillary Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller; the Enhanced Entities; (ii) conflict with or violate any Applicable LawsLaw applicable to the Enhanced Entities or by which any property or asset of the Enhanced Entities is bound or affected; or or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give rise to a others any right of termination, cancellationamendment, suspensionmodification, modification acceleration or acceleration cancellation of, allow the imposition of any obligation fees or any increase in penalties, require the offering or making of any payment required byor redemption, give rise to any increased, guaranteed, accelerated or the impairment, loss additional rights or forfeiture entitlements of any Material benefits, Person or otherwise adversely affect any rights or privileges of the Enhanced Entities under, or result in the creation of a Lien any Encumbrance on any assets pursuant to (any such conflictproperty, violation, breach, default, asset or right of terminationthe Enhanced Entities pursuant to, cancellation any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or acceleration, loss or Lien, a “Violation”) any other Contract (A) to which Seller any Enhanced Entities is a party, (B) party or by which Seller any Enhanced Entity or any of its their respective properties, assets or properties rights are bound or affected, except, in the case of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights other occurrences that, individually or benefitsin the aggregate, except for such Violations which have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)Section 3.2(b) of the Disclosure Schedules, no consentnone of the Enhanced Entities are required to file, seek or obtain any notice, authorization, approval, authorizationorder, exemption permit or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or and each of the other Transaction Ancillary Agreements 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 any of the Enhanced Entities, except where for 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 applicable to the failure transactions contemplated by this Agreement or the Ancillary Agreements. (d) Notwithstanding anything to obtain such consentthe contrary contained herein, approval, authorization, permit the Companies make no representation or declaration or warranty with respect to make such filing or registration would not reasonably be expected to have a Material Adverse Effectthe transactions contemplated by the Reorganization Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement and the Transaction Agreementsancillary agreements to which A is a party by A do not, nor and the performance of this Agreement and the ancillary agreements to which A is a party by Seller of its obligations hereunder or thereunder, nor A and the consummation by A of the transactions contemplated hereby and therebythereby will not, will: (i) conflict withwith or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of A or its subsidiaries, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; assuming that all consents, approvals, authorizations, notifications and other actions identified in Section 4.05(b) of the A Disclosure Schedule have been obtained and all filings and obligations described in Section 4.05(b) have been made or (iii) except as set forth on Schedule 2.03(a)complied with, conflict with or result in violate any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise Law applicable to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller A or any of its assets subsidiaries or properties are by which any property or asset of A or any of its subsidiaries is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of A or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to which Seller is entitled to clauses (ii) and (iii), for any rights such conflicts, violations, breaches, defaults, or benefits, except for such Violations other occurrences which would not reasonably be expected to not, individually or in the aggregate, have a an A Material Adverse Effect. (b) Except as set forth , have a material adverse effect on Schedule 2.03(b), no consent, approval, authorization, exemption the ability of A to perform its obligations hereunder or waiver of thereunder or permit from, materially impair or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or delay the consummation of the transactions contemplated hereby or thereby. (b) The execution and delivery of this Agreement and the ancillary agreements to which A is a party by A do not, and the performance of this Agreement and the ancillary agreements to which A is a party by A and the consummation by A of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the notice requirements of the FCC, FAA and DOT, state takeover laws, WARN, the notice requirements of the Hawaii Dislocated Workers Act, the pre-merger notification requirements of the HSR Act, Hawaii antitrust and trade regulation laws and filing and recordation of the Articles of Merger as required by the HBCA and the filing of any Certificate of Merger as required by the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL) and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to not, individually or in the aggregate, have a an A Material Adverse Effect, have a material adverse effect on the ability of A to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby.

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result Subject to the approval by Chart’s shareholders of the Business Combination (and the other matters subject to Chart shareholder approval in the breach of, any provision Registration Statement) and the extension of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) deadline by which Seller or any Chart must consummate the Business Combination, and subject to the filing by PubCo of its assets or properties are bound or affectedthe PubCo Amended Charter and the PubCo Certificate of Designations, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or Exchange Documents by Chart and the consummation by Chart of the transactions contemplated hereby and thereby will not (A) result in a violation of the Certificate of Incorporation, the terms of any share capital of Chart or therebyany of the Chart Subsidiaries, except where the failure Bylaws or any of the organizational documents of Chart or any of the Chart Subsidiaries or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Chart or any of the Chart 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, and the rules and regulations of the OTCQB (the “Principal Market”) applicable to Chart or any of the Chart Subsidiaries or by which any property or asset of Chart or any of the Chart Subsidiaries is bound or affected. (ii) Except for the filing of the PubCo Amended Charter and the PubCo Certificate of Designations, as required under applicable securities or “Blue Sky” laws of the states of the United States, and as otherwise described on Schedule 6(c)(ii), neither Chart nor any of the Chart Subsidiaries is required to obtain such any consent, approvalauthorization or order of, authorizationor, permit or declaration or to make such 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 Chart 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 Chart and the Chart Subsidiaries are unaware of any facts or circumstances that might prevent Chart from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. Chart is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts that would not reasonably be expected lead to have a Material Adverse Effectdelisting or suspension of the shares of Common Stock by the Principal Market in the foreseeable future.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Company do not, and the Transaction Agreementsperformance of this Agreement by the Company will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate any law, regulation, court order, judgment or result in decree applicable to the breach ofCompany or by which its property is bound or affected, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or conflict with the Certificate of Incorporation or By-Laws of the Company, or (iii) except as set forth on Schedule 2.03(a)Exhibit F, conflict with or result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of time, or bothtime of both would become a default) under, or give rise to a right others any rights of termination, cancellation, suspension, modification termination or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of the Company pursuant to (to, any such conflictcontract, violationinstrument, breachpermit, default, right of termination, cancellation license or acceleration, loss or Lien, a “Violation”) any Contract (A) franchise to which Seller the Company is a party, (B) party or by which Seller the Company or any of its assets or properties are property is bound or affected, except in the case of clauses (i) and (iii) for conflicts, violations, breaches or (C) pursuant to which Seller is entitled to any rights defaults which, individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for applicable requirements, if any, of the Exchange Act, under Competition Laws, and filing and recordation of appropriate merger or other documents as set forth on Schedule 2.03(b)required by Delaware Law, no consent"takeover" or "blue sky" laws of various states, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person the Company is not required to be made submit any notice, report or obtained by Seller other filing with any governmental authority, domestic or foreign, in connection with the execution, delivery and or performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure of which to submit would have a Company Material Adverse Effect. No waiver, consent, approval or authorization of any governmental or regulatory authority, domestic or foreign, is required to be obtained or made by the Company in connection with its execution, delivery or performance of this Agreement the failure of which to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Purchaser do not, and the Transaction Agreementsperformance of this Agreement by the Purchaser will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate any law, regulation, court order, judgment or result in decree applicable to the breach ofPurchaser or by which any of its property is bound or affected, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or conflict with the Certificate of Incorporation or By-Laws of the Purchaser, or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any a violation or breach of, of or constitute a default under (with or without due notice or lapse of time, or both) under), or give rise to a right others any rights of termination, cancellation, suspension, modification termination or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any of the property or assets of the Purchaser pursuant to (to, any such conflictcontract, violationinstrument, breachpermit, default, right of termination, cancellation license or acceleration, loss or Lien, a “Violation”) any Contract (A) franchise to which Seller the Purchaser is a party, (B) party or by which Seller the Purchaser or any of its assets or properties are property is bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except for applicable requirements, if any, of the Exchange Act, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as set forth on Schedule 2.03(bamended (the "HSR Act"), no consentand filing and recordation of appropriate merger documents as required by Delaware Law, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person the Purchaser is not required to be made submit any notice, report or obtained by Seller other filing with any court, arbitrable tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic or foreign (a "Governmental Authority"), in connection with the execution, delivery and or performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyhereby. No waiver, except where the failure to obtain such consent, approvalapproval or authorization of any Governmental Authority is required to be obtained or made by the Purchaser in connection with its execution, authorization, permit delivery or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectperformance of this Agreement.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller Company of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebythereby and compliance by the Company with any of the terms or provisions hereof or thereof, will: will not (i) conflict with, with or result in violate the breach of, any provision Constituent Documents of the certificate Company or any of incorporation or bylaws of Seller; its Subsidiaries, (ii) violate any Applicable Laws; or assuming the Governmental Approvals referred to in clauses (i), (iii) except as set forth on Schedule 2.03(a)and (iv) of Section 3.04(b) are obtained and the filing in clause (ii) of Section 3.04(b) is made, conflict with or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) or require a Consent under, result in the loss of a benefit under or give rise to a others any right of termination, cancellationamendment, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss payment or Liencancellation of or under any contract, a “Violation”) any Contract (A) agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is a party, (B) by which 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 properties or assets or properties are is bound or affected, affected or (Civ) pursuant to which Seller is entitled to result in the creation of any rights Lien on any properties or benefitsassets of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) or (iv), for any such Violations conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the The execution, delivery and performance by the Company of this Agreement or and the other Transaction Ancillary Agreements or to which it is a party and the consummation of the transactions contemplated hereby and thereby will not require any Consent of, or therebyfiling with or notification to, any governmental or regulatory authority, domestic or foreign (each a “Governmental Entity“), except where for (i) the applicable requirements of the Exchange Act, (ii) the filing of appropriate merger and other documents as required by the NYBCL in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements, (iii) the filing with and SEC Clearance of the Proxy Statement and the Schedule 13E-3, (iv) the approvals from other regulatory agencies set forth in Section 3.04(b) of the Company Disclosure Letter (the matters referred to in clauses (i), (ii), (iii) and (iv) of this sentence, collectively, the “Governmental Approvals“), or (v) any other Consents, filings or notifications the failure of which to obtain such consentbe obtained or made would not, approvalindividually or in the aggregate, authorization, permit have or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller Tritel of this Agreement and the Transaction AgreementsRelated Agreements to which it is a party do not, nor and the performance by Seller of its obligations hereunder or thereunderthis Agreement and the Related Agreements to which it is a party will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Certificate of Incorporation or By-laws or other equivalent organizational documents of Tritel or any of its Subsidiaries, (ii) conflict with or violate any Law, Regulation or Order in each case applicable to Tritel or any of its Subsidiaries or by which any of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Tritel's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any of the properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller Tritel or any of its assets Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Tritel or any of its Subsidiaries is a party or by which Tritel or any of its Subsidiaries or its or any of their respective properties are is bound or affected, except in the case of clauses (ii) or (Ciii) pursuant to which Seller is entitled to above, for any rights such conflicts, breaches, violations, defaults or benefits, except for such Violations which other occurrences that would not (x) individually or in the aggregate, reasonably be expected to have a Tritel Material Adverse Effect, (y) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement and the Related Agreements or (z) for purposes of this representation being made to AT&T, individually, or the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the value of the Shares. (b) Except as set forth on Schedule 2.03(b)The execution and delivery by Tritel of this Agreement and the Related Agreements to which it is a party do not, no consentand the performance of this Agreement and the Related Agreements, approvalwill not, authorizationrequire Tritel or any of its Subsidiaries to obtain any approval of any Person or approval of, exemption or waiver of or permit fromobserve any waiting period imposed by, or declaration, make any filing with or registration withnotification to, any Governmental Authority domestic or foreign, except for (i) compliance with applicable requirements of the Securities Act, the Securities Exchange Act, Blue Sky Laws, the HSR Act, or any other Person is required to be made Foreign Competition Laws, the Communications Act, and the regulations of the FCC, state public utility, telecommunications or obtained by Seller public service laws, (ii) the filing of the Certificates of Merger in connection accordance with the executionDGCL and/or (iii) where the failure to obtain such approvals, delivery and performance of this Agreement or to make such filings or notifications, would not, individually or in the other Transaction Agreements aggregate, reasonably be expected to have a Tritel Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectby this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Purchaser and the Transaction AgreementsParent do not, nor and the performance of this Agreement by Seller of its obligations hereunder or thereunderthe Purchaser and the Parent will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, with or result in violate the breach of, any provision Articles of Incorporation or By-laws or equivalent organizational documents of the certificate of incorporation Purchaser or bylaws of Seller; the Parent, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, or default (with or without notice or lapse of time, or both) under, or give rise decree applicable to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, the Purchaser or the impairment, loss Parent or forfeiture of any Material benefits, rights or privileges under, by which the Purchaser or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller Parent or any of its assets or their properties are is bound or affected, or (Ciii) 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 result in the creation of a lien or encumbrance on any of the property or assets of the Purchaser or the Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller the Purchaser or the Parent is entitled to a party or by which they or any rights of their properties is bound or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effectaffected. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by the Purchaser and the Parent do not, no and the performance of this Agreement by the Purchaser and the Parent will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority governmental or any other Person is required to be made regulatory authority, domestic or obtained by Seller in connection with the executionforeign, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for applicable requirements, if any, of the transactions contemplated hereby or thereby, except Exchange Act and the HSR Act and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to have a Material Adverse Effectprevent or delay the performance by the Purchaser or the Parent of their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the execution The execution, delivery and delivery by Seller performance of this Agreement and the other Transaction AgreementsDocuments by the Company do not, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation by the Company of the transactions contemplated hereby and therebyContemplated Transactions will not, will: (i) conflict with, with or result in violate the breach of, any provision Certificate of Incorporation or the Bylaws of the certificate of incorporation Company or bylaws of Seller; its Subsidiaries, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, decree applicable to the Company or default (with its Subsidiaries or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of the Company or its assets or properties are Subsidiaries is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or of any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller the Company or any of its Subsidiaries is entitled to a party or by which the Company or of any rights of its Subsidiaries or benefitsany property or asset of the Company or of any of its Subsidiaries is bound or affected (the “Material Agreements”); except, except in the case of clauses (ii) and (iii) above, for any such Violations which conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as set forth The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require, on Schedule 2.03(b)the part or in respect of the Company, no any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection Body (as hereinafter defined) except for the filing of a Form D with the executionSEC and applicable requirements, delivery and performance of this Agreement or the other Transaction Agreements or the consummation if any, of the transactions contemplated hereby Exchange Act or therebyBlue Sky Laws, except where and any approval required by applicable rules of the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectmarkets in which the Company’s securities are traded.

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), and except for the filings required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the “HSR Approval”), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the execution The execution, delivery and delivery performance by Seller each of Parent and Merger Sub of this Agreement and the Transaction Ancillary Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and therebythereby by Parent and Merger Sub, will: as applicable, and compliance by each of Parent and Merger Sub, as applicable, with any of the terms or provisions hereof or thereof, as applicable, will not (i) conflict withwith or violate the Constituent Documents of Parent or Merger Sub, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or assuming the Governmental Approvals referred to in clauses (i), (iii) except as set forth on Schedule 2.03(a)and (iv) of Section 3.04(b) are obtained and the filing in clause (ii) of Section 3.04(b) is made, conflict with or result in violate any violation Law, judgment, writ or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration injunction of any obligation Governmental Entity applicable to Parent or any increase in any payment required by, Merger Sub or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its their properties or assets or properties are bound or affected, or (Ciii) pursuant result in any breach of or constitute a default (or an event which, with notice, lapse of time or both, would become a default) under, result in the loss of a benefit under or give to others any right of termination, amendment, acceleration, payment or cancellation of, or result in the creation of a lien or other encumbrance on any property or contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller Parent or Merger Sub is entitled to a party or by which Parent or Merger Sub or any rights of their properties or benefitsassets is bound or affected, except in the case of clauses (ii) and (iii), for any such Violations conflicts, violations, breaches, defaults or other occurrences which would not, or would not reasonably be expected to have to, individually or in the aggregate, prevent or materially delay the performance by each of Parent or Merger Sub of any of its obligations under this Agreement or the Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby (a “Parent Material Adverse Effect”). (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the The execution, delivery and performance by each of Parent and Merger Sub of this Agreement or and, in the other Transaction case of Parent, the Ancillary Agreements or and the consummation of the transactions contemplated hereby or therebyand thereby by Parent and Merger Sub, except where the failure to obtain such as applicable, will not require any consent, approval, authorizationauthorization or permit of, permit or declaration filing with or notification to, any Governmental Entity by Parent or Merger Sub, except for (i) the Governmental Approvals and (ii) any other Consents, filings or notifications the failure of which to make such filing be obtained or registration made would not not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of the Transaction Agreements by Seller of this Agreement Purchaser do not, and the performance of the Transaction AgreementsAgreements by Purchaser will not, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and therebyTransactions by Purchaser will not, will: (i) conflict with, or result in assuming the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a)Purchaser Shareholders Approval has been obtained, conflict with or result violate the Memorandum of Association and By-laws of Purchaser, (ii) assuming that all consents, approvals and other authorizations described in Section 6.03(b) have been obtained, that all filings and other actions described in Section 6.03(b) have been made or taken, and that the Purchaser Shareholders Approval has been obtained, conflict with or violate, in any violation material respect, any Law applicable to Purchaser or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are Purchaser is bound or affected, or (Ciii) result in any material breach of, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller Purchaser is entitled to a party or by which Purchaser or any rights property or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effectasset of Purchaser is bound or affected. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of the Transaction Agreements by Purchaser do not, no and the performance of the Transaction Agreements by Purchaser will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority Authority, except for (i) the requirements of Exon-Fxxxxx Provisions, to the extent applicable, (ii) the requirements of applicable Securities Laws, (iii) the requirements of applicable Anti-trust Laws, (iv) the filing and recordation of appropriate documents as required by the DGCL, (v) the Article 71 Waiver, (vi) the Exchange Approvals and (vii) as would not prevent or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the materially delay consummation of any of the transactions contemplated hereby Transactions or thereby, except where the failure to obtain such consent, approval, authorization, permit otherwise prevent or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectmaterially delay Purchaser from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result Subject to the approval by Chart’s shareholders of the Business Combination (and the other matters subject to Chart shareholder approval in the breach of, any provision Registration Statement) and the extension of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) deadline by which Seller or any Chart must consummate the Business Combination, and subject to the filing by PubCo of its assets or properties are bound or affectedthe PubCo Amended Charter and the PubCo Certificate of Designations, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or Exchange Documents by Chart and the consummation by Chart of the transactions contemplated hereby and thereby will not (A) result in a violation of the Certificate of Incorporation, the terms of any share capital of Chart or therebyany of the Chart Subsidiaries, except where the failure Bylaws or any of the organizational documents of Chart or any of the Chart Subsidiaries or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Chart or any of the Chart 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, and the rules and regulations of the OTCQB (the “Principal Market”) applicable to Chart or any of the Chart Subsidiaries or by which any property or asset of Chart or any of the Chart Subsidiaries is bound or affected. (ii) Except for the filing of the PubCo Amended Charter and the PubCo Certificate of Designations, as required under applicable securities or “Blue Sky” laws of the states of the United States, and as otherwise described on Schedule 6(c)(ii), neither Chart nor any of the Chart Subsidiaries is required to obtain such any consent, approvalauthorization or order of, authorizationor, permit or declaration or to make such any filing or registration would not reasonably 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 Chart 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 expected obtained or effected after the Closing Time, which will be obtained or effected within the time periods prescribed by applicable law), and Chart and the Chart Subsidiaries are unaware of any facts or circumstances that might prevent Chart from obtaining or effecting any of the registration, application or filings pursuant to have a Material Adverse Effectthe preceding sentence.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Buyer do not, and the Transaction Agreementsperformance of this Agreement by Buyer will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the memorandum and articles of association of Buyer, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iiiassuming that all consents, approvals, authorizations and other actions described in Section 3.03(b) except as set forth on Schedule 2.03(a)have been obtained and all filings and obligations described in Section 3.03(b) have been made, conflict with or result in violate any violation Law applicable to Buyer or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are Buyer is bound or affected, or (Ciii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Buyer pursuant to, any Contract or obligation to which Seller Buyer is entitled a party or by which Buyer or any property or asset of Buyer is bound or affected, except, with respect to clauses (ii) and (iii), for any rights such conflicts, violations, breaches, defaults or benefits, except for such Violations other occurrences which would not reasonably not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Buyer or otherwise be expected materially adverse to have a Material Adverse Effectthe ability of Buyer to perform its material obligations under this Agreement. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Buyer do not, no and the performance of this Agreement by Buyer and the consummation by Buyer of the Transactions will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection Authority, except for (i) compliance with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation applicable requirements of the transactions contemplated hereby or therebyExchange Act and the rules and regulations promulgated thereunder, except where (ii) compliance with the failure to obtain such consentrules and regulations of the Stock Exchange of Hong Kong, approvalNASDAQ and/or the NYSE, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectand (iii) compliance with the PRC Regulatory Filings.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement by Seller the Company do not, and the performance of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and therebywill not, will: (i) conflict withwith or violate the Company's Restated Certificate of Incorporation, as amended to the date hereof (the "Company Charter"), or result in the breach ofits by-laws, any provision of or the certificate of incorporation incorporation, by-laws or bylaws other equivalent organizational documents of Seller; any Company Subsidiary, or (ii) conflict with or violate any Applicable Laws; law, rule, regulation, order, judgment or decree applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) except as set forth on Schedule 2.03(a)previously disclosed to Acquisition in a letter dated February 15, conflict with or 1999, result in any violation breach of or breach of, or constitute a default (or an event which, with or without notice or notice, lapse of time, time or both, would become a default) under, result in the loss of a material benefit under or give rise to a others any right of termination, cancellationamendment, suspensionacceleration, modification increased payments or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien lien or other encumbrance on any properties or assets of the Company or any subsidiary pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss any other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller the Company or any subsidiary is a party, (B) party or by which Seller the Company or any subsidiary, or any of its assets their respective properties or properties are assets, is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which (CA) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (B) would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b). Without limiting what is said above, no consentthe execution and delivery of this Agreement by the Company do not, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with and the execution, delivery and performance of this Agreement or the other Transaction Agreements or and the consummation of the transactions contemplated hereby will not, conflict with or therebyviolate the River Acquisition Agreement or give anybody any rights under the River Acquisition Agreement, except for rights to terminate the River Acquisition Agreement and rights to reimbursement of expenses under clause (x) of Section 8.05(b) of the River Acquisition Agreement. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby 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 Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), (B) the pre-merger notification requirements of the HSR Act, (C) the filing and recordation of appropriate merger and similar documents as required by the DGCL, (D) filings under the rules and regulations of the American Stock Exchange, Inc. and (E) filings and consents under any applicable foreign laws, including, without limitation, the antitrust laws or laws intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade and any filings and consents which may be required by any foreign environmental, health or safety laws or regulations pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, (x) would not reasonably be expected to prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (y) would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The ------------------------------------------ execution and delivery by Seller of this Agreement by each of the Parent and the Transaction AgreementsPurchaser do not, nor and the performance of this Agreement by Seller of its obligations hereunder or thereunder, nor the consummation each of the transactions contemplated hereby Parent and therebythe Purchaser will not, will: (i) conflict with, with or result in violate the breach of, any provision of the certificate articles of incorporation or bylaws by-laws of Seller; the Parent or the Purchaser, respectively, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach ofdecree applicable to the Parent or the Purchaser, respectively, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller either of them or any of its assets or their properties are bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of the Parent or the Purchaser, respectively, pursuant to, or result in a change in any of the terms of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller the Parent or the Purchaser is entitled to a party or by which the Parent or the Purchaser or any rights of their respective properties is bound or benefitsaffected, except except, in the case of this clause (iii), for any such Violations breaches, defaults or other occurrences which would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. material adverse effect on the business, operations, properties (b) Except as set forth on Schedule 2.03(bincluding intangible properties), no consentcondition (financial or otherwise), approvalassets, authorizationliabilities, exemption results of operations or waiver prospects of the Parent or permit from, prevent or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or delay the consummation of the transactions contemplated hereby or therebyby this Agreement. (b) The execution and delivery of this Agreement by each of the Parent and the Purchaser do not, except where and the failure to obtain such performance of this Agreement by each of the Parent and the Purchaser (including, without limitation, the consummation of the transactions hereunder) will not, require any consent, approval, authorizationauthorization or permit of, permit or declaration filing with or to make such notification to, any governmental or regulatory authority, domestic or foreign, except for the registration of Parent Shares under the Securities Act, the filing or registration would not reasonably be expected to have of articles of merger with the Secretary of State of the Commonwealth of Massachusetts and the filing of a Material Adverse Effectcertificate of merger with the Secretary of State of the State of Delaware.

No Conflict; Required Filings and Consents. (a) Neither Except as otherwise provided in Section 4.3(b), the execution execution, delivery and delivery by Seller performance of this Agreement by EQT Gathering or any of the Ancillary Agreements to which EQT Gathering is a party, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: thereby do not and will not: (i) Violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of formation or limited liability company agreement of EQT Gathering; (ii) Conflict with or violate any provision of Applicable Law; (iii) Except as set forth in Asset Disclosure Schedule 4.3, conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the breach suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any provision indenture, mortgage, agreement, Contract, commitment, license, concession, permit (including any Material Permit), lease, joint venture or other instrument to which EQT Gathering is a party or by which it or any of the certificate Assets are bound; or (iv) Result in the creation of incorporation any Lien on any of the Assets under any such indenture, mortgage, agreement, Contract, commitment, license, concession, permit, lease, joint venture or bylaws other instrument, except in the case of Seller; clauses (ii) violate any Applicable Laws; or ), (iii) except as set forth on Schedule 2.03(a)and (iv) for those items which, conflict with individually or result in any violation or breach ofthe aggregate, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Gathering System Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)EQT Gathering is not required to file, no consentseek or obtain any notice, authorization, approval, authorizationorder, exemption permit or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by EQT Gathering of this Agreement or any of the other Transaction Ancillary Agreements to which EQT Gathering is 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 EQT Gathering, except where for (i) as have been waived or obtained or with respect to which the failure to obtain time for asserting such consentright has expired, approval, authorization, permit (ii) for those which individually or declaration or to make such filing or registration in the aggregate would not reasonably be expected to have a Gathering System Material Adverse EffectEffect or (iii) as otherwise indicated in Asset Disclosure Schedule 4.3. (c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or as of the Closing Date of the Asset Contribution will be, applicable to the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller each of AWS and Merger Sub of this Agreement and the Transaction AgreementsStockholders Agreement Amendment do not, nor and the performance by Seller of its obligations hereunder or thereunderthis Agreement and the Stockholders Agreement Amendment will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Certificate of Incorporation or By-laws or other equivalent organizational or constitutive documents of AWS or Merger Sub, (ii) conflict with or violate any Law, Regulation or Order in each case applicable to AWS or Merger Sub or by which any of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair AWS's or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any of the properties or assets of AWS or Merger Sub pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller AWS or Merger Sub is a party, (B) party or by which Seller AWS or Merger Sub or its or any of its assets or their respective properties are is bound or affected, except in the case of clauses (ii) or (Ciii) pursuant to which Seller is entitled to above, for any rights such conflicts, breaches, violations, defaults or benefits, except for such Violations which other occurrences that would not individually or in the aggregate, reasonably be expected to have a an AWS Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption Effect or waiver of prevent or permit from, materially impair or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or delay the consummation of the transactions contemplated hereby by this Agreement. (b) The execution and delivery by AWS of this Agreement and the Stockholders Agreement Amendment do not, and the performance of this Agreement and the and Stockholders Agreement Amendment will not, require AWS to obtain any approval of any Person or therebyapproval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Authority domestic or foreign, except for (i) compliance with applicable requirements of the Securities Act, the Securities Exchange Act, Blue Sky Laws, the HSR Act, or any Foreign Competition Laws, the Communications Act, and the regulations of the FCC, state public utility, telecommunications or public service laws, (ii) the filing of the Certificate of Merger in accordance with the DGCL and/or (iii) where the failure to obtain such consentapprovals, approval, authorization, permit or declaration or to make such filing filings or registration notifications, would not not, individually or in the aggregate, reasonably be expected to have a an AWS Material Adverse Effect. The approval or authorization required to be obtained from the FCC pursuant to the Communications Act and/or the rules and regulations of the FCC, are referred to herein as the "Required AWS Governmental Approvals" and, together with the Required TeleCorp Governmental Approvals, as the "Required Governmental Approvals").

No Conflict; Required Filings and Consents. (a) Neither the execution The execution, delivery and delivery performance by Seller Buyer of this Agreement and the Transaction Agreementsexecution, nor the delivery and performance by Seller each Buyer Party of its obligations hereunder each of the Ancillary Agreements to which it will be a party, and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or thereunderviolate the certificate of incorporation or bylaws of any Buyer Parties; (ii) conflict with or violate any Law applicable to the Buyer Parties or by which any property or asset of the Buyer Parties is bound or affected; or (iii) conflict with, nor result in any breach of, result in the loss of any right or benefit of, or cause acceleration of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) (or give rise to any right to terminate, cancel, amend or accelerate) under, or require any consent of any Person pursuant to, any material contract or agreement to which any Buyer Party is a party; except, in the case of clause (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect. (b) The Buyer Parties are not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer Parties of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation of the transactions contemplated hereby and thereby, will: except (i) conflict withthe Required Antitrust Approvals, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; where failure to obtain such notice, authorization, approval, order, permit or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach ofconsent, or default (with to make such filing or without notice notification, would not, individually or lapse of timein the aggregate, have or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Buyer Material Adverse Effect. Effect or (biii) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption may be necessary solely as a result of any facts or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority circumstances relating to Seller or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectits Affiliates.

No Conflict; Required Filings and Consents. (a) Neither The consummation of the execution transactions contemplated hereby will not (i) subject to receipt of the Transferor Stockholder Approval, conflict with or result in a breach of any provisions of Transferor’s certificate of incorporation or its by-laws, (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Transferor pursuant to any note, bond, mortgage, indenture, license, agreement, lease, or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be subject, and delivery that would, in any such event, materially and adversely affect the ability of Transferor to consummate the transactions contemplated by Seller this Agreement, or (iii) subject to receipt of the Transferor Stockholder Approval, violate any Order or Law applicable to it, or require any filing with or the permission, authorization, consent or approval of any Person or Governmental Authority, and that would, in any such event, materially and adversely affect the ability of it to consummate the transactions contemplated by this Agreement Agreement. (b) Except for Consents already obtained and the Transaction Agreements, nor filing of a notification and report form under the performance by Seller HSR Act and the expiration or earlier termination of its obligations hereunder or the waiting period required thereunder, nor no Consent is required to be obtained by Transferor for the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or that if not obtained would materially and adversely affect the other Transaction Agreements or the consummation ability of it to consummate the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectby this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement by Seller such person do not, and the performance of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and therebyby such person, will: will not (i) other than with respect to the Management Investor, conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller; such person, (ii) conflict with or violate any Applicable Laws; law, rule, regulation, order, judgment or decree applicable to such person or by which any property or asset of such person is bound or affected or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation breach of or breach of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, result in the loss of a material benefit under or give rise to a others any right of termination, cancellationamendment, suspensionacceleration, modification increased payments or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien lien or other encumbrance on any assets property or asset of such person pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss any other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller such person is a party, (B) party or by which Seller such person or any property or asset of its assets or properties are such person is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would other occurrences as could not reasonably be expected to to, individually or in the aggregate, have a Buyer Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by such person do not, no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with and the execution, delivery and performance of this Agreement or the other Transaction Agreements or and the consummation of the transactions contemplated hereby by such person will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any Governmental Entity, except (i) for (A) applicable disclosures, if any, under the Exchange Act, (B) the requirements of the HSR Act, if applicable, and (C) filing and recordation of appropriate merger and similar documents as required by the New York Law and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration would notifications, could not reasonably be expected to to, individually or in the aggregate, have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of the Transaction Agreements by Seller of this Agreement Purchaser do not, and the performance of the Transaction AgreementsAgreements by Purchaser will not, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and therebyTransactions by Purchaser will not, will: (i) conflict with, or result in assuming the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a)Purchaser Shareholders Approval has been obtained, conflict with or result violate the Memorandum of Association and By-laws of Purchaser, (ii) assuming that all consents, approvals and other authorizations described in Section 6.03(b) have been obtained, that all filings and other actions described in Section 6.03(b) have been made or taken, and that the Purchaser Shareholders Approval has been obtained, conflict with or violate, in any violation material respect, any Law applicable to Purchaser or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are Purchaser is bound or affected, or (Ciii) result in any material breach of, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller Purchaser is entitled to a party or by which Purchaser or any rights property or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effectasset of Purchaser is bound or affected. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of the Transaction Agreements by Purchaser do not, no and the performance of the Transaction Agreements by Purchaser will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority Authority, except for (i) the requirements of Exon-Xxxxxx Provisions, to the extent applicable, (ii) the requirements of applicable Securities Laws, (iii) the requirements of applicable Anti-trust Laws, (iv) the filing and recordation of appropriate documents as required by the DGCL, (v) the Article 71 Waiver, (vi) the Exchange Approvals and (vii) as would not prevent or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the materially delay consummation of any of the transactions contemplated hereby Transactions or thereby, except where the failure to obtain such consent, approval, authorization, permit otherwise prevent or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectmaterially delay Purchaser from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Buyer do not, and the Transaction Agreements, nor performance of this Agreement by the performance by Seller of its obligations hereunder or thereunder, nor Buyer and the consummation of the transactions contemplated hereby and therebywill not, will: (i) conflict with, or result in violate the breach of, any provision Charter of the certificate of incorporation or bylaws of Seller; Buyer, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a)contravene, conflict with or result in any a violation or breach of, or constitute a failure to comply with, any Laws or Orders applicable to the Buyer or by which any properties or assets owned or used by the Buyer are bound or affected, (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit that is held by the Buyer or that otherwise relates to the business of, or any of the properties or assets owned or used by, the Buyer, or (iv) result in any breach of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right third parties any rights of consent, termination, cancellationamendment, suspensionmodification, modification acceleration or acceleration cancellation of, or result in the loss of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefitsproperty, rights or privileges benefits under, or result in the imposition of any additional obligations under, or result in the creation of a Lien on any properties or assets owned or used by the Buyer pursuant to any Contract to which the Buyer is a party or by which the Buyer or any properties or assets owned or used by the Buyer are bound or affected, except as to clauses (ii), (iii) and (iv) above for any such conflict, violation, breach, default, right of terminationright, cancellation alteration or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which other occurrence that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the properties, assets, business, financial condition or operating results of the Buyer or on the ability of the Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by the Buyer do not, no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with and the execution, delivery and performance of this Agreement or by the other Transaction Agreements or Buyer and the consummation of the transactions contemplated hereby will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any Governmental Authority to be obtained or made by the Buyer except (i) for compliance with applicable disclosure requirements, if any, under the Exchange Act and compliance with the pre-merger notification requirements of the HSR Act and any similar foreign Laws listed in Section 2.6(b) of the Disclosure Letter and (ii) where the failure to obtain any such consent, approval, authorizationauthorization or permit, permit or declaration or to make any such filing or registration notification, would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the properties, assets, business, financial condition or operating results of the Buyer or on the ability of the Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by NGA does not, and the Transaction Agreementsperformance of this Agreement by NGA will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the NGA Organizational Documents, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05(b) have been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any Applicable Laws; Law applicable to NGA or by which any of its properties or assets are bound or affected, or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a right others any rights of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any assets property or asset of NGA pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller NGA is a party, (B) party or by which Seller NGA or any of its properties or assets or properties are bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights other occurrences which, individually or benefitsin the aggregate, except for such Violations which have not had and would not reasonably be expected to have a NGA Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by each of NGA do not, no and the performance of this Agreement by each of NGA will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declarationfiling with or notification to, filing or registration withexpiration or termination of any waiting period by, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the executionAuthority, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for applicable requirements, if any, of the transactions contemplated hereby or therebyExchange Act, except the Securities Act, Blue Sky Laws and state takeover laws, and applicable Canadian Securities Laws, as applicable, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate documents as required by the DGCL and the QBCA and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to have a Material Adverse Effectnot, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent NGA from performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the execution The execution, delivery and delivery performance by Seller each Buyer of this Agreement and each of the Transaction AgreementsAncillary Agreements to which each Buyer will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict with or violate the Charter Documents of the Buyer or any resolution adopted by the board of directors or equity holders of the Buyer; (ii) conflict with or violate any Law applicable to the Buyer or by which any property or asset of the Buyer is bound or affected; or (iii) conflict with, or result in the any breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would become a default) under, require any consent of any Person pursuant to, or give rise to a right others any rights of termination, cancellationacceleration or cancellation of, suspension, modification any material contract or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) agreement to which Seller the Buyer is a party; except, in the case of clause (Bii) by which Seller or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that arise as a result of any facts or circumstances relating to the Sellers or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effecttheir respective Affiliates. (b) Except Other than as set forth on Schedule 2.03(b)described in Article VII, no consentthe Buyer is not required to file, seek or obtain any notice, authorization, approval, authorizationorder, exemption permit or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required Authority, including filings with the DOJ and FTC pursuant to be made or obtained by Seller the HSR Act, in connection with the execution, delivery and performance by the Buyer of this Agreement or and each of the other Transaction Ancillary Agreements to which it will be 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 Buyer, except for (i) any filings required to be made under the antitrust or competition laws of any jurisdiction outside the United States (whether foreign or multinational), (ii) where the failure to obtain such consent, approval, authorizationauthorization or action, permit or declaration or to make such filing or registration notification, would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse EffectEffect or (iii) as may be necessary as a result of any facts or circumstances relating to the Sellers or any of their respective Affiliates.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement by Seller Buyer does not, and the performance of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and therebyby Buyer shall not, will: (i) conflict withwith or violate the charter documents of Buyer, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation Laws applicable to Buyer or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller it or any of its assets or properties are bound or affected, or (Ciii) 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 result in the creation of a Lien on any of the properties or assets of Buyer pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller Buyer is entitled to a party or by which it or any rights of its properties is bound or benefitsaffected, except in the case of clauses (ii) and (iii) for any such Violations which conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not have or be reasonably be expected likely to have a Material Adverse EffectEffect with respect to Buyer. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Buyer does not, no and the performance of this Agreement by Buyer shall not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration with, notification to any Governmental Authority governmental or regulatory authority or any third party except for applicable requirements, if any, of the Securities Act, the Exchange Act, the Blue Sky Laws, the HSR Act, and filing of other Person is documents as required by applicable law, applicable transfer tax filings and where the failure to be made obtain such consents, approvals, authorizations or obtained by Seller in connection with the execution, delivery and performance of this Agreement permits would not prevent or the other Transaction Agreements or the delay consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration otherwise prevent Buyer from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse EffectEffect with respect to Buyer.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Company does not, and the Transaction Agreementsperformance of this Agreement by the Company will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the Company or any Company Subsidiary, (ii) subject to obtaining the Company Required Approvals and, in the case of the Merger, the Required Shareholder Vote, if required, conflict with or violate any U.S. or non-U.S. law, including any statute, ordinance, regulation, rule, code, constitution or executive order of a Governmental Authority of competent jurisdiction (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) subject to obtaining the consents that are required to be listed in Section 4.5(a) of the Disclosure Letter, 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 or breach) under, or (except with respect to Company Stock Options, Company RSUs, Company SARs and the ESPP in connection with the treatment of such awards and plan under Section 3.7) give to others any right of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets property or asset of the Company or any Company Subsidiary pursuant to (to, or result in the loss of a material benefit under any such conflict, violation, breach, default, right of termination, cancellation Company Material Contract or acceleration, loss or Lien, a “Violation”) any Contract (A) material Permit to which Seller the Company or any Company Subsidiary is a party, (B) party or by which Seller the Company or any Company Subsidiary or any property or asset of its assets or properties are any of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights other occurrences that, individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to (x) prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by the Company does not, no and the performance of this Agreement by the Company will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the executionof competent jurisdiction, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for (x) applicable requirements, if any, of the transactions contemplated hereby Securities Act, the Exchange Act, state securities or thereby“blue sky” laws (“Blue Sky Laws”), except (y) the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and similar requirements in foreign countries regarding antitrust or competition matters, and (z) filing of appropriate merger documents as required by the CGCL (collectively, the “Company Required Approvals”), and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, individually or in the aggregate, would not reasonably be expected to (x) prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Acquiror do not, and the Transaction Agreements, nor the performance by Seller Acquiror of its obligations hereunder or thereunderunder this Agreement will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate, or result in the a breach of, any provision of constitute a default under, or the certificate of incorporation or bylaws of Seller; Acquiror, (ii) violate any Applicable Laws; or (iii) except as subject to compliance with the requirements set forth on Schedule 2.03(a)in Section 5.4(b) below, conflict with or result in violate any violation Law applicable to Acquiror or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of Acquiror pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which Seller Acquiror is entitled to a party or by which Acquiror or any rights of its properties or benefitsassets is bound except, except in the case of clauses (ii) and (iii) above for any such Violations which conflicts, violations, breaches, defaults, accelerations or occurrences that in the aggregate would not and would not reasonably be expected to prevent the consummation of the Merger, delay the same in any material respect, otherwise prevent Acquiror from performing its obligations under this Agreement or have a material adverse effect on the business, assets or financial condition of Acquiror and its Subsidiaries taken as a whole (an “Acquiror Material Adverse Effect”). (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Acquiror does not, no and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing along with or registration withnotification to, any Governmental Authority Entity, except (i) for (A) applicable requirements, if any, of the HSR Act and state blue sky Laws, (B) applicable requirements, if any, of the consents, approvals, authorizations or any other Person is permits described in Schedule 5.4, and (C) filing and recordation of appropriate merger documents as required by Delaware Law and (ii) where failure to be made obtain such consents, approvals, authorizations or obtained by Seller in connection with the executionpermits, delivery and performance of this Agreement or the other Transaction Agreements to make such filings or notifications, would not prevent the consummation of the transactions contemplated hereby Merger, delay the same in any material respect, otherwise prevent Acquiror from performing its obligations under this Agreement or thereby, except where in the failure to obtain such consent, approval, authorization, permit aggregate have or declaration or to make such filing or registration would not reasonably be expected to have a an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement by Seller Buyer does not, and the performance of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions transaction contemplated hereby and therebyby Buyer shall not, will: (i) conflict withwith or violate the charter documents of Buyer, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation Laws applicable to Buyer or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller it or any of its assets or properties are bound or affected, or (Ciii) 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 result in the creation of a Lien on any of the properties or assets of Buyer pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller Buyer is entitled to a party or by which it or any rights of its properties is bound or benefitsaffected, except in the case of clauses (ii) and (iii) for any such Violations which conflicts, violations, breaches, defaults or other occurrences that individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect with respect to Buyer. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Buyer does not, no and the performance of this Agreement by Buyer shall not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration with, notification to any Governmental Authority governmental or regulatory authority or any other Person is required to be made or obtained by Seller in connection with the executionthird party except for applicable requirements, delivery and performance of this Agreement or the other Transaction Agreements or the consummation if any, of the transactions contemplated hereby or therebySecurities Act, except the Exchange Act, the Blue Sky Laws, the HSR Act, and filing of other documents as required by applicable law, applicable transfer tax filings and where the failure to obtain such consentconsents, approvalapprovals, authorization, permit authorizations or declaration or to make such filing or registration permits would not prevent or delay consummation of the transaction contemplated hereby or otherwise prevent Buyer from performing its obligations under this Agreement and would not have, or be reasonably be expected likely to have have, a Material Adverse EffectEffect with respect to Buyer.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by such Stockholder do not, and the Transaction Agreementsperformance of this Agreement by such Stockholder shall not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the agreement of limited partnership, or result in the breach of, any provision of the certificate of incorporation or bylaws by-laws or equivalent organizational documents of Seller; such Stockholder, (ii) assuming satisfaction of the requirements set forth in 4.02(b) below, conflict with or violate any Applicable Laws; Law applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (or event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any assets Shares (other than pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (Cthis Agreement) pursuant to which Seller is entitled to to, any rights note, bond, mortgage, indenture, contract agreement, lease, license, permit, franchise or benefitsother instrument or obligation, except for any such Violations which conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected adversely affect or materially delay the ability of such Stockholder to have a Material Adverse Effectcarry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by such Stockholder do not, no and the performance of this Agreement by such Stockholder shall not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declarationfiling with, filing or registration withnotification to, any Governmental Authority or any other Person is Authority, except (i) for applicable requirements, if any, of the Exchange Act, Blue Sky Laws, state takeover laws and the premerger notifications of the HSR Act, (ii) for those required to be made or obtained by Seller in connection with the executionself-regulatory organizations and Governmental Authorities regulating brokers, delivery dealers, investment advisors, investment companies, banks, trust companies and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except insurance companies and (iii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected adversely affect or materially delay the ability of such Stockholder to have a Material Adverse Effectcarry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

No Conflict; Required Filings and Consents. (ai) Neither the The execution and delivery by Seller of this Acquisition Agreement by the Buyer does not, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: Acquisition by it will not (iA) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws of Seller; the Buyer, (iiB) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(asubject to the making of the filings and obtaining the approvals identified in Section 9(c)(ii), conflict with or result in violate any violation Laws applicable to the Buyer or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are the Buyer is bound or affected, or (C) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss or modification in a manner materially adverse to the Buyer of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Buyer pursuant to, any Contract to which Seller the Buyer is entitled to a party or by which the Buyer or any rights property or benefitsasset of the Buyer is bound or affected, except except, in the case of clauses (B) and (C), for any such Violations conflicts or violations which would not reasonably be expected to have a Material Adverse Effectprevent or delay in any material respect the consummation of the Acquisition, or otherwise, individually or in the aggregate, prevent the Buyer from performing its obligations under this Acquisition Agreement in any material respect. (bii) Except as set forth on Schedule 2.03(b)The execution and delivery of this Acquisition Agreement by the Buyer does not, no and the performance of its obligations hereunder and the consummation of the Acquisition by it will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyEntity, except (A) for applicable requirements of (1) the insurance company holding laws of certain states and (2) the HSR Act, and (B) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to have a Material Adverse Effectnot, individually or in the aggregate, prevent or delay in any material respect consummation of the Acquisition, or otherwise prevent the Buyer from performing its obligations hereunder in any material respect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement by Seller and Parent does not, and the performance of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby by Seller and therebyParent shall not, will: (i) conflict withwith or violate the Seller Certificate or Seller Bylaws or the Certificate of Incorporation or Bylaws of Parent, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation federal or breach ofstate law, statute, ordinance, rule, regulation, order, judgment or default decree (with collectively, "LAWS") applicable to Seller or without notice Parent or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller it or any of its assets or their properties are bound or affected, or (Ciii) 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 result in the creation of a Lien (as defined in SECTION 10.3) on any of the Purchased Assets pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is entitled to or Parent are parties or by which they or any rights of their properties are bound or benefitsaffected, except in the case of clauses (ii) and (iii) for any such Violations which conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect with respect to the Business. Seller is not a "restricted subsidiary" under the terms of that certain Indenture dated as of October 23, 1996, by and among Parent, CPC and the other parties thereto. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Seller and Parent does not, no and the performance of this Agreement by Seller or Parent shall not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration with, notification to any Governmental Authority governmental or regulatory authority or any other Person is required to be made or obtained by Seller in connection with the executionthird party except for applicable requirements, delivery and performance of this Agreement or the other Transaction Agreements or the consummation if any, of the transactions contemplated hereby Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), state securities or therebyblue sky laws ("BLUE SKY LAWS"), except the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the filing of other documents as required by applicable Law, applicable transfer tax filings and where the failure to obtain such consentconsents, approvalapprovals, authorization, permit authorizations or declaration or to make such filing or registration permits would not reasonably be expected to prevent or delay consummation of the transactions contemplated hereby, or otherwise prevent Seller or Parent from performing its obligations under this Agreement and would not have a Material Adverse EffectEffect with respect to the Business.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by MergerCo. and TRC do not, and the Transaction Agreementsperformance of this Agreement by MergerCo. and TRC will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, with or result in violate the breach of, any provision of the certificate articles of incorporation or bylaws by-laws or similar organizational documents of Seller; either MergerCo. or TRC, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, decree applicable to MergerCo. or default (with TRC or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are either of them is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of MergerCo. or TRC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller MergerCo. or TRC is entitled to a party or by which MergerCo. or TRC or any rights property or benefitsasset of either of them is bound or affected, except for any such Violations breaches, defaults or other occurrences which would not reasonably be expected to not, individually or in the aggregate, have a TRC Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by MergerCo. and TRC do not, no and the performance of this Agreement by MergerCo. and TRC will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority governmental or any other Person is required to be made regulatory authority, domestic or obtained by Seller in connection with the executionforeign, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for applicable requirements, if any, of the transactions contemplated hereby or therebyExchange Act, except the HSR Act, Blue Sky Laws and state takeover laws and filing and recordation of appropriate merger documents as required by the DGCL and the DRULPA and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to have a Material Adverse Effectprevent or delay consummation of the Merger, or otherwise prevent MergerCo. or TRC from performing their respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller Buyer of this Agreement, the other Transaction Documents to which it is a party or any instrument required by this Agreement to be executed and delivered by it at the Closing hereunder or thereunder do not, and the performance of this Agreement, the other Transaction Agreements, nor Documents to which it is a party and any instrument required by this Agreement to be executed and delivered by it at the performance by Seller of its obligations Closing hereunder or thereunderthereunder shall not, nor with or without the consummation passage of time, the transactions contemplated hereby and therebygiving of notice or both, will: (ia) conflict with, require a consent or result in the breach ofnotice under or violate its Organizational Documents, any provision of the certificate of incorporation (b) conflict with, require a consent or bylaws of Seller; (ii) notice under or violate any Applicable Laws; Law or Order applicable to it or by which any of its properties, rights or assets is bound or affected, except any such conflict or violation that would not materially and adversely affect its ability to consummate the transactions contemplated hereby, or (iiic) except as set forth on Schedule 2.03(a), conflict with or result in any breach or violation or breach of, require a consent or default (with or without notice or lapse of timeunder, or both) constitute a default under, or impair its rights or alter the rights or obligations of any party under, or give rise to a right others any rights of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any of its properties, rights or assets pursuant to, any material Contract to (which it is a party or by which it or its properties, rights or assets is bound, except any such conflictbreach, violation, breach, default, right of termination, cancellation default or acceleration, loss or Lien, a “Violation”) any Contract (A) other event that would not materially and adversely affect its ability to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affectedconsummate the transactions contemplated hereby. No Governmental Approval of, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration withFiling to, any Governmental Authority or any other Person is required to be obtained or made or obtained by Seller it in connection with the execution, delivery and performance by it of this Agreement or the other Transaction Agreements Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consentfor Governmental Approvals that, approvalif not obtained or made, authorization, permit or declaration or to make such filing or registration would not reasonably be expected materially and adversely affect its ability to have a Material Adverse Effectconsummate the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement and the Skyline Transaction Documents by Seller Skyline do not, and the performance of this Agreement and the Transaction Agreements, nor the performance Documents by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, willSkyline will not: (i) conflict with, with or result in violate the breach of, any provision organizational documents of the certificate of incorporation or bylaws of SellerSkyline; (ii) subject to obtaining the consents, approvals, authorizations and permits and making the registrations, filings and notifications set forth in Section ‎‎2.5‎(a) of the Skyline Disclosure Letter, conflict with or violate any Applicable LawsLaw applicable to Skyline or by which its properties are bound or affected; or (iii) except as set forth on Schedule 2.03(a)in Section ‎2.5(a) of the Skyline Disclosure Letter, conflict with or result in any violation breach of or breach of, or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Skyline’s rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any of the properties or assets of Skyline pursuant to, any material Contract to which Skyline is a party or by which Skyline or any of its properties are bound or affected; or (iv) other than as set forth in the provisions of this Agreement or in Section ‎2.3 of the Skyline Disclosure Letter, cause the acceleration of any vesting of any awards for or rights to Skyline Units or the payment of or the acceleration of payment of any change in control, severance, bonus or other cash payments or issuance of Skyline Units, except in the case of clauses (ii) and (iii), to the extent such conflict, violation, breach, default, right of terminationimpairment or other effect would not, cancellation individually or accelerationin the aggregate, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Skyline Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement and the Skyline Transaction Documents by Skyline does not, no and the performance of this Agreement and the Skyline Transaction Documents by Skyline will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declarationregistration, filing with or registration withnotification to, any Governmental Authority court, federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other Person is required to be made non-governmental regulatory authority or obtained by Seller in connection with the executionquasi-governmental authority (each, delivery and performance of this Agreement or the other Transaction Agreements or the consummation a “Governmental Entity” and, collectively, “Governmental Entities”), except for: (i) applicable requirements, if any, of the transactions contemplated hereby Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and U.S. state securities laws (“Blue Sky Laws”); (ii) the filing and recordation of the Articles of Merger as required by the CLLCA, as applicable; and (iii) such consents, approvals, authorizations, permits, registrations, filings or therebynotifications as are set forth in Section 2.5(a) of the Skyline Disclosure Letter or which, except where the failure to obtain such consentif not obtained or made, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Skyline Material Adverse Effect. (c) On the basis of the certificates or acknowledgements executed by the members and the holders of Derivative Securities of Skyline, to the Knowledge of Skyline, there are not more than 35 holders of Skyline Units or Skyline Derivative Securities that are not an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act; provided that the representation with respect to the holders of the Derivative Securities of Skyline shall only be to the extent that the issuance of the CHC Term Notes or CHC Convertible Debentures to the holders of Derivative Securities of Skyline is required to qualify for an exemption from the registration requirements under Section 5 of the Securities Act.

No Conflict; Required Filings and Consents. (a1) Neither the The execution and delivery by Seller of this Agreement by MergerCo does not, and the Transaction Agreementsperformance of this Agreement by MergerCo will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Operating Agreement of MergerCo, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) of subsection (2) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Laws applicable to MergerCo or by which its properties or assets are bound or affected or (iii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or impair MergerCo's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any of the properties or assets of MergerCo pursuant to (to, any such conflictnote, violationbond, breachloan, defaultmortgage, right of terminationindenture, cancellation contract, agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller MergerCo is a party, (B) party or by which Seller MergerCo or any of its properties or assets or properties are bound or affected, except, in any such case with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights other occurrences that could not, individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to have a Material Adverse EffectEffect or prevent, hinder or materially delay the ability of the MergerCo to consummate the Merger or the transactions contemplated by this Agreement. (b2) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by MergerCo does not, no and the performance of this Agreement by MergerCo will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority Entity, domestic or any other Person is required to be made or obtained by Seller in connection with the executionforeign, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for applicable requirements, if any, of the transactions contemplated hereby Securities Act, the Exchange Act, the Blue Sky Laws, the premerger notification requirements of the HSR Act, foreign antitrust laws (and the applicable rules and regulations under any of the foregoing), and the filing and recordation of appropriate merger or therebyother documents as required by the DGCL, except and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to prevent or delay consummation of the Merger, or otherwise prevent MergerCo from performing its obligations under this Agreement, and would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller Company of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and therebythereby and compliance by the Company with any of the terms or provisions hereof or thereof, will: will not (i) conflict with, with or result in violate the breach of, any provision Constituent Documents of the certificate Company or any of incorporation or bylaws of Seller; its Subsidiaries, (ii) violate any Applicable Laws; or assuming the Governmental Approvals referred to in clauses (i), (iii) except as set forth on Schedule 2.03(a)and (iv) of Section 3.04(b) are obtained and the filing in clause (ii) of Section 3.04(b) is made, conflict with or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) or require a Consent under, result in the loss of a benefit under or give rise to a others any right of termination, cancellationamendment, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss payment or Liencancellation of or under any contract, a “Violation”) any Contract (A) agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is a party, (B) by which 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 properties or assets or properties are is bound or affected, affected or (Civ) pursuant to which Seller is entitled to result in the creation of any rights Lien on any properties or benefitsassets of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) or (iv), for any such Violations conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the The execution, delivery and performance by the Company of this Agreement or and the other Transaction Ancillary Agreements or to which it is a party and the consummation of the transactions contemplated hereby and thereby will not require any Consent of, or therebyfiling with or notification to, any governmental or regulatory authority, domestic or foreign (each a "Governmental Entity"), except where for (i) the applicable requirements of the Exchange Act, (ii) the filing of appropriate merger and other documents as required by the NYBCL in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements, (iii) the filing with and SEC Clearance of the Proxy Statement and the Schedule 13E-3, (iv) the approvals from other regulatory agencies set forth in Section 3.04(b) of the Company Disclosure Letter (the matters referred to in clauses (i), (ii), (iii) and (iv) of this sentence, collectively, the "Governmental Approvals"), or (v) any other Consents, filings or notifications the failure of which to obtain such consentbe obtained or made would not, approvalindividually or in the aggregate, authorization, permit have or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller the Investor of this Agreement and the Transaction AgreementsAncillary Agreements do not, nor and the performance by Seller of its obligations hereunder or thereunderand thereunder will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate its organizational documents, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Law applicable to it or by which any of its properties or assets is bound or affected or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien or other encumbrance on any of its properties or assets pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller it is a party, (B) party or by which Seller it or any of its properties or assets or properties are is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations other occurrences which would not not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Transactions, (2) otherwise prevent or materially delay its performance of any of its material obligations under this Agreement or any Ancillary Agreement or (3) have a Material Adverse Effectmaterial adverse effect on the Investor. (b) Except as set forth on Schedule 2.03(b)The execution and delivery by the Investor of this Agreement and the Ancillary Agreements do not, no and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declarationfiling with, filing or registration withnotification to, any Governmental Authority or any other Person is required Authority, except (i) for (A) applicable requirements, if any, of the Exchange Act and Blue Sky Laws, (B) solely in respect of the exercise of the Initial Warrants Call Option and the Tranche 2 Call Option pursuant to be made or obtained by Seller in connection Sections 3.01 and 3.06, respectively, the filing with the execution, delivery SEC of the Proxy Statement and performance (C) any filings required under the rules and regulations of this Agreement Nasdaq or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except BSE and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Transactions, (2) otherwise prevent or materially delay its performance of any of its material obligations under this Agreement or any Ancillary Agreement or (3) have a Material Adverse Effectmaterial adverse effect on the Investor.

No Conflict; Required Filings and Consents. (a) Neither Except as listed on Schedule 5.5 hereto or as described in subsection (b) below, the execution and delivery by Seller of this Agreement by U S WEST does not, and the Transaction Agreementsperformance of this Agreement by U S WEST will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) violate or conflict withwith the Certificate of Incorporation or Bylaws of U S WEST, (ii) conflict with or violate any law, regulation, court order, judgment or decree applicable to U S WEST or any of its Significant Subsidiaries or by which any of their respective property is bound or affected, (iii) violate or conflict with the Certificate of Incorporation or Bylaws of any of U S WEST's Subsidiaries, or (iv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien lien or encumbrance on any of the properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller U S WEST or any of its assets Subsidiaries pursuant to, result in the loss of any material benefit under, or properties are require the consent of any other party to, any contract or instrument, relating to financing to which U S WEST or any of its Significant Subsidiaries is a party or by which U S WEST, any of such Subsidiaries or any of their respective property is bound or affected, except, in the case of clauses (ii), (iii), and (iv) above, for conflicts, violations, breaches, defaults, rights, results or (C) pursuant to which Seller is entitled to any rights consents which, individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to have a Material Adverse EffectEffect on U S WEST. (b) Except as set forth on Schedule 2.03(b)for applicable requirements, no consentif any, approvalof state, authorization, exemption or waiver District of or permit fromColumbia, or declarationforeign regulatory laws and commissions, the Federal Communications Commission, the Exchange Act, the premerger notification requirements of the HSR Act, filing and recordation of appropriate Mergers or registration withother documents as required by Delaware Law and any filings required pursuant to any state securities or "blue sky" laws or the rules of any applicable stock exchanges, neither U S WEST nor any Governmental Authority or any other Person of its Significant Subsidiaries is required to be made submit any notice, report or obtained by Seller other filing with any Governmental or Regulatory Authority in connection with the execution, delivery and or performance of this Agreement or Agreement. Except as set forth in the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyimmediately preceding sentence, except where the failure to obtain such no waiver, consent, approvalapproval or authorization of any Governmental or Regulatory Authority is required to be obtained by U S WEST or any of its Significant Subsidiaries in connection with its execution, authorization, permit delivery or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectperformance of this Agreement.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller the Investor of this Agreement and the Transaction AgreementsRegistration Rights Agreement do not, nor and the performance by Seller of its obligations hereunder or thereunderand thereunder will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate its organizational documents, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any Law applicable to it or by which any of its properties or assets is bound or affected or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien or other encumbrance on any of its properties or assets pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller it is a party, (B) party or by which Seller it or any of its properties or assets or properties are is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations other occurrences which would not not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Transactions, (2) otherwise prevent or materially delay its performance of any of its material obligations under this Agreement or the Registration Rights Agreement or (3) have a Material Adverse Effectmaterial adverse effect on the Investor. (b) Except as set forth on Schedule 2.03(b)The execution and delivery by the Investor of this Agreement and the Registration Rights Agreement do not, no and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declarationfiling with, filing or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the executionAuthority, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for (A) applicable requirements, if any, of the transactions contemplated hereby or therebyExchange Act and Blue Sky Laws, except and (B) any filings required under the rules and regulations of Nasdaq and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Transactions, (2) otherwise prevent or materially delay its performance of any of its material obligations under this Agreement or the Registration Rights Agreement or (3) have a Material Adverse Effectmaterial adverse effect on the Investor.

No Conflict; Required Filings and Consents. (a1) Neither the The execution and delivery by Seller of this Agreement by the Company does not, and the Transaction Agreements, nor performance of this Agreement by the performance by Seller of its obligations hereunder or thereunder, nor Company and the consummation of the transactions contemplated hereby and therebywill not, will: (i) conflict withwith or violate the Certificate of Incorporation or By-laws of the Company or the equivalent organizational or governing documents of any Significant Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) of subsection (2) below have been obtained and all filings described in such clauses have been made, conflict with or violate any federal, foreign, state or provincial law, ordinance, rule, regulation, order, judgment, arbitral award or decree (collectively, "Laws") applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach 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 impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any of the properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller the Company or any of its Subsidiaries pursuant to, any note, bond, loan, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets or properties are is bound or affected, except in any such case (A) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that do not individually or in the aggregate, have a Material Adverse Effect or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and (CB) pursuant with respect to which Seller is entitled to clause (iii), as set forth in Section 3.4 of the Company Disclosure Schedule. (2) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any rights consent, approval, authorization or benefitspermit of, or filing with or notification to, any federal, foreign, state or provincial governmental or regulatory authority (a "Governmental Entity") except for (A) (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a proxy statement relating to the Company Stockholder Approval (such Violations proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 to be filed by the Company in connection with the retention of Common Stock of the Company in the Merger (the "Form S-4"), and (z) such reports under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) the pre- merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), foreign anti-trust or other similar laws (and the applicable rules and regulations under any of the foregoing), (iii) the filing and recordation of appropriate merger or other documents as required by the DGCL, and by relevant authorities of other states in which the Company is qualified to do business; and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the state securities laws ("Blue Sky Laws") and (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to prevent or delay consummation of the Merger, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not otherwise have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller Parent and Merger Sub of this Agreement and the Transaction Agreementsconsummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement do not and will not, nor and the performance by Seller Parent and Merger Sub of its their respective obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby do not and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), will not conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or to the impairment, loss or forfeiture of any Material benefits, rights or privileges a benefit under, or result in the creation of a any Lien on in or upon any of the properties or other assets pursuant to (any such conflictof Parent, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets Subsidiaries under, (i) the Certificate of Incorporation or properties are By-laws of Parent or the comparable organizational documents of its Subsidiaries, (ii) subject to obtaining or making the notices, reports, filings, waivers, consents, approvals or authorizations referred to in paragraph (b) below; any statute, ordinance, any law, regulation, order, judgment or decree applicable to Parent or any of its Subsidiaries or by which any of their respective property is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, require the consent of any other party to, or result in any obligation on the part of Parent to repurchase (with respect to a debenture, bond or note), pursuant to any agreement, contract, instrument, debenture, bond, note, indenture, permit, license, sub-license or franchise, whether oral or written, to which Seller Parent is entitled to a party or by which Parent or any rights of its property is bound or benefitsaffected, except for such Violations which except, in the case of clauses (ii) and (iii) above, as would not be reasonably be expected to have likely cause a Parent Material Adverse Effect. (b) Except for (i) applicable filings required under the premerger notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") (ii) applicable filings and approvals under federal, state, local or foreign regulatory laws, all of which are set forth on Schedule 2.03(bin the Parent Disclosure Letter, (iii) the filing of a certificate of merger with respect to the Merger as required by the DGCL, (iv) filings with the SEC under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (v) applicable filings with the NYSE; and (vi) any filings required or approvals necessary pursuant to any state securities or "blue sky" laws, neither the Parent nor Merger Sub is required to submit any notice, report or other filing to any Governmental Entity, and no waiver, consent, approval, authorization, exemption order or waiver authorization of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person Entity is required to be made or obtained by Seller the Company or any of its Subsidiaries, in connection with the execution, delivery and or performance of this Agreement except for such notices, reports, filings, waivers, consents, approvals or the other Transaction Agreements authorizations that, if not made or the consummation of the transactions contemplated hereby or therebyobtained, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not be reasonably be expected likely to have cause a Parent Material Adverse Effect. (a) Parent has timely filed all forms, reports, statements, schedules and other documents (including all annexes, exhibits, schedules, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2000, has delivered or made available to the Company all forms, reports, statements, schedules and other documents (except for preliminary materials) (including all annexes, exhibits, schedules, amendments and supplements thereto) filed by it with the SEC since December 31, 2000 (such forms, reports statements, schedules and documents filed by Parent with the SEC, including any such forms, reports, statements, schedules and other documents filed by Parent with the SEC after the date of this Agreement and prior to the Closing Date, are referred to herein, collectively, as the "Parent SEC Reports"), and with respect to the Parent SEC Reports filed by Parent after the date of this Agreement and prior to the Closing Date, will deliver or make available to the Company all of such Parent SEC Reports in the form filed with the SEC. As of their respective filing dates, the Parent SEC Reports (including all information incorporated therein by reference) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) The consolidated balance sheets of the Parent (including all related notes) included in the financial statements contained in the Parent SEC Reports (or incorporated therein by reference) present fairly, in all material respects, the consolidated financial position of the Parent as of the respective dates indicated, and each of the consolidated statements of income, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity of the Parent (including all related notes) contained in such financial statements present fairly, in all material respects, the consolidated results of operations, cash flows and changes in stockholders' equity of the Parent for the respective periods indicated, in each case in conformity with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and the rules and regulations of the SEC, except that unaudited interim financial statements are subject to normal and recurring year-end adjustments and any other adjustments described therein and do not include certain notes and other information which may be required by GAAP but which are not required under the Exchange Act. The financial statements included in the Parent SEC Reports are in all material respects in accordance with the books and records of the Parent.

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), and except for the filings required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the “HSR Approval”), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller the Company and the Stockholders’ Agent of this Agreement, the other Transaction Documents to which they are a party or any instrument required by this Agreement to be executed and delivered by them on or prior to the Closing do not, and the performance of this Agreement, the other Transaction AgreementsDocuments to which they are a party and any instrument required by this Agreement to be executed and delivered by them on or prior to the Closing shall not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iiia) except as set forth on Schedule 2.03(a)in Section 3.6(a) of the Company Disclosure Schedules, conflict with or result in any violation violate the Company Charter or breach ofthe Company Bylaws, or default (b) conflict with or without notice violate any Law or lapse Order applicable to the Company by which any of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefitsits properties, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, except any such conflict or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would violation that could not reasonably be expected to have a Material Adverse Effect. , (bc) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption result in any breach or waiver of or permit fromviolation of, or declarationconstitute a default (or an event that with or without notice or lapse of time or both would become a default) under, filing or registration withimpair the Company’s or the Stockholders’ Agent’s rights or alter the rights or obligations of any party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties, rights or assets of the Company pursuant to, any Governmental Authority bond, indenture, Contract, permit, franchise or any other instrument or obligation to which the Company is a party or by which such Person or its properties, rights or assets is required to be made bound or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyaffected, except where the failure to obtain any such consentbreach, approval, authorization, permit violation or declaration or to make such filing or registration would default that could not reasonably be expected to have a Material Adverse Effect, or (d) except as set forth in Section 3.6(d) of the Company Disclosure Schedules, require the Company or the Stockholders’ Agent to obtain any Approval of any Person or Governmental Authority, observe any waiting period imposed by, or make any filing with or notification to, any Person or Governmental Authority, except for, in the case of this clause (d), (i) the Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance of the execution and delivery Funding Agreements by Seller of this Agreement Targeted do not, and the Transaction Agreements, nor the performance consummation by Seller of its obligations hereunder or thereunder, nor the consummation Targeted of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in by the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a)Funding Agreements will not, conflict with or result in any material violation or breach of, of or default under (with or without notice or lapse of time, or both) under), or and do not and will not give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges a benefit under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”i) any Contract (A) to which Seller is a partyprovision of Targeted's articles of incorporation or bylaws, (B) by which Seller or any of its assets or properties are bound or affectedeach as amended, or (Cii) pursuant any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which Seller is entitled to any rights Targeted or benefitsits properties or assets, except for such Violations which in the case of clause (ii) as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect on Targeted. (b) Except as set forth on Schedule 2.03(b), no No consent, approval, authorization, exemption order or waiver of or permit fromauthorization of, or declarationregistration, qualification, designation, declaration or filing or registration with, any person or entity or Governmental Authority or any other Person Entity is required by or with respect to be made or obtained by Seller Targeted in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyby the Funding Agreements, except where (i) the failure filing of appropriate Merger documents as required by the Delaware General Corporation Law, (ii) the filing of a Form 8-K with the Securities and Exchange Commission and the National Association of Securities Dealers, (iii) any filings as may be required under applicable state securities laws, (iv) the filing with the Nasdaq National Market of a Notification for Listing of Additional Shares with respect to obtain the shares of Common Stock to be issued pursuant to Article 3 of this Agreement, (v) such consentother consents, approvalapprovals, authorizationorders, permit authorizations, registrations, qualifications, designations, declarations or declaration filings that are required in connection with the Merger or to make such filing that, if not obtained or registration made, would not reasonably be expected to have a Material Adverse EffectEffect on Targeted or Biogen, and (vi) filings and notices not required to be made or given until after the date of this Agreement.

No Conflict; Required Filings and Consents. (a) Neither Except as set forth in Section 3.7(a) of the execution Company Disclosure Letter, the execution, delivery and delivery by Seller performance of this Agreement and the other Transaction AgreementsDocuments by the Company do not, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation by the Company of the transactions contemplated hereby and therebyContemplated Transactions will not, will: (i) conflict with, with or result in violate the breach of, any provision Certificate of Incorporation or the Bylaws of the certificate of incorporation Company or bylaws of Seller; its Subsidiaries, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, decree applicable to the Company or default (with its Subsidiaries or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of the Company or its assets or properties are Subsidiaries is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or of any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller the Company or any of its Subsidiaries is entitled to a party or by which the Company or of any rights of its Subsidiaries or benefitsany property or asset of the Company or of any of its Subsidiaries is bound or affected (the “Material Agreements”); except, except in the case of clauses (ii) and (iii) above, for any such Violations which conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as set forth The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require, on Schedule 2.03(b)the part or in respect of the Company, no any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection Body (as hereinafter defined) except for the filing of a Form D with the executionSEC and applicable requirements, delivery and performance of this Agreement or the other Transaction Agreements or the consummation if any, of the transactions contemplated hereby Exchange Act or therebyBlue Sky Laws, except where and any approval required by applicable rules of the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectmarkets in which the Company’s securities are traded.

No Conflict; Required Filings and Consents. (a) Neither the execution The execution, delivery and delivery by Seller performance of this Agreement by Purchaser do not, and the Transaction Agreements, nor the performance consummation by Seller of its obligations hereunder or thereunder, nor the consummation Purchaser of the transactions contemplated hereby and thereby, will: will not (i) conflict withwith or violate the certificates of incorporation, bylaws or result in the breach ofequivalent organizational documents of Purchaser, any provision of the certificate of incorporation or bylaws of Seller; (ii) conflict with or violate any Applicable Laws; Law or Order applicable to Purchaser, or by which any property or asset of Purchaser is bound or affected or (iii) except as set forth on Schedule 2.03(a), conflict with or violate or result in any violation or a breach of, or default under any contract, agreement or instrument binding upon Purchaser, except, in the case of clauses (with or without notice or lapse of timeii) and (iii), or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (for any such conflictconflicts, violationviolations, breachbreaches or defaults that, defaultindividually or in the aggregate, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) Except as set forth on Schedule 2.03(bThe Guarantee provided by Parent will not (i) conflict with or violate the certificates of incorporation, bylaws or equivalent organizational documents of Parent, (ii) conflict with or violate any Law or Order applicable to Parent, or by which any property or asset of Parent is bound or affected or (iii) except for any consent required from Parent’s senior lender, conflict with or violate or result in a breach or default under any contract, agreement or instrument binding upon Parent, except, in the case of clauses (ii) and (iii), no consentfor any such conflicts, approvalviolations, authorizationbreaches or defaults that, exemption individually or waiver in the aggregate, would not have a Parent Material Adverse Effect. (c) The execution and delivery of or permit fromthis Agreement by Purchaser do not, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with and the execution, delivery and performance of this Agreement or the other Transaction Agreements or and the consummation of the transactions contemplated hereby by Purchaser will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Exchange Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have an Purchaser Material Adverse Effect. (d) The execution and delivery of this Agreement by Parent does not, and the compliance by Parent with the Guarantee will not, require any consent, approval, authorizationauthorization or permit of, permit or declaration filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Exchange Act and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filing filings or registration notifications, would not reasonably be expected to not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the execution The execution, delivery and delivery by Seller performance of this Agreement and the other Transaction AgreementsDocuments by the Company do not, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation by the Company of the transactions contemplated hereby and therebyContemplated Transactions will not, will: (i) conflict with, with or result in violate the breach of, any provision Certificate of Incorporation or the Bylaws of the certificate of incorporation Company or bylaws of Seller; its Subsidiaries, (ii) conflict with or violate any Applicable Laws; law, rule, regulation, order, judgment or decree applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected, or (iii) except as set forth on Schedule 2.03(a)provided in Section 6.7 hereof, conflict with or result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of timetime or both would become a default) under, or both) result in the loss of a material benefit under, or give rise to a others any right of purchase or sale, or any right of termination, cancellationamendment, suspensionacceleration, modification increased payments or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien lien or other encumbrance on any assets property or asset of the Company or of any of its Subsidiaries pursuant to (to, any such conflictmaterial note, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller is a party, (B) by which Seller the Company or any of its assets Subsidiaries is a party or properties are by which the Company or of any of its Subsidiaries or any property or asset of the Company or of any of its Subsidiaries is bound or affectedaffected (the “Material Agreements”); except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which other occurrences that would not reasonably be expected to prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as set forth The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require, on Schedule 2.03(b)the part or in respect of the Company, no any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection Body (as hereinafter defined) except for the filing of a Form D with the executionSEC and applicable requirements, delivery and performance of this Agreement or the other Transaction Agreements or the consummation if any, of the transactions contemplated hereby Exchange Act or therebyBlue Sky Laws, except where and any approval required by applicable rules of the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectmarkets in which the Company’s securities are traded.

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws organizational documents of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss loss, forfeiture or Lien, a “"Violation”") any Contract (A) to which Seller or PNGTS is a party, (B) by which Seller or PNGTS or any of its their respective assets or properties are bound or affected, or (C) pursuant to which Seller or PNGTS is entitled to any rights or benefits, except for such Violations which which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), and except for the filings by Seller and Buyer required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller or PNGTS in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The ------------------------------------------ execution and delivery by Seller of this Agreement by the Company and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor Parent and the consummation of the transactions contemplated hereby and thereby, willwould not result in or give rise to any: (i) conflict with, with or result in violate the breach of, any provision of the certificate articles of incorporation or bylaws by-laws of Sellerthe Company or the equivalent organizational documents of any of its subsidiaries; (ii) violate conflict with or violation of any Applicable Lawslaw, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are bound or affected; or (iii) except as set forth on Schedule 2.03(a), conflict with breach or result in any violation or breach of, of or default (or an event which with or without notice or lapse of time, time or bothboth could become a default) or loss of a material benefit under, or give rise to a right of termination, cancellationamendment, suspensionacceleration or cancellation of, modification or acceleration alteration of rights under or require the consent or approval of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges person under, or the creation of a Lien lien or encumbrance on any of the properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller the Company or any of its assets subsidiaries pursuant to, or preemptive or similar rights under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit (including any Environmental Permit), franchise, joint venture agreement, limited liability agreement, partnership agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected, or except, in the case of clauses (Cii) pursuant and (iii) to which Seller is entitled to the extent that any rights or benefits, except for such Violations which of the foregoing would not reasonably be expected to have result in a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the The execution, delivery and performance of this Agreement or by the other Transaction Agreements or Company, Parent and Merger Sub and the consummation of the transactions contemplated hereby or thereby, except where Mergers by the failure to obtain such Company and Parent do not and will not require any consent, approval, authorizationauthorization or permit of, permit action by, filing with or declaration notification to, any Federal, state or to make such local government or any court, administrative agency or 17 commission or other governmental authority, official or agency, domestic or foreign (a "Governmental Entity"), except for (i) the applicable requirements of ------------------- the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the ------------ rules and regulations promulgated thereunder, (ii) the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated -------------- thereunder, (iii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities, takeover and Blue Sky laws and (iv) ------- the filing and recordation of appropriate merger or registration would not reasonably be expected to have a Material Adverse Effectother documents as required by the California GCL or the DGCL.

No Conflict; Required Filings and Consents. (a) Neither Except as set forth in Schedule 3.3(a) of the execution Disclosure --------------- Schedules, and subject to the entry of the Sale Order as a Final Order such other authorization as may be required by the Bankruptcy Court (in the case of the Seller and Debtor Affiliates), the execution, delivery and performance by the Seller of this Agreement and by any Seller Entity of each of the Transaction AgreementsAncillary Agreements to which such Seller Entity will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby Transactions, do not and thereby, will: will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws (or other equivalent organizational document) of Seller; any Seller Entity; (ii) conflict with or violate any Applicable Laws; Law applicable to any Seller Entity, the Business or any of the Transferred Assets or by which any Seller Entity, the Business or any of the Transferred Assets may be bound or affected; (iii) except as set forth on Schedule 2.03(a)conflict with, conflict with or result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would become a default) under, require any consent of any Person pursuant to, or give rise to a right others any rights of termination, cancellationacceleration or cancellation of, suspension, modification any Material Contract; or (iv) result in the creation or acceleration imposition of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien Encumbrance (other than Permitted Encumbrance) on any assets pursuant to Transferred Asset; except, in the case of clause (ii), (iii) or (iv), for any such conflictconflicts, violationviolations, breachbreaches, defaultdefaults or other occurrences that would not, right of terminationindividually or in the aggregate, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse EffectEffect or that arise as a result of any facts or circumstances relating to the Buyer or any of its Affiliates. (b) Except as set forth on in Schedule 2.03(b)3.3(b) of the Disclosure --------------- Schedules, no consentSeller Entity is required to file, approval, authorization, exemption seek or waiver obtain any Consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by the Seller of this Agreement or and by the other Transaction Seller Entities of each of the Ancillary Agreements to which the relevant Seller Entities 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 Business, except for (i) any filings required to be made with the Bankruptcy Court with respect to the approval of the Bidding Procedures Order, the Sale Order or otherwise with respect to the Transactions, (ii) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") or any other filings under applicable competition ------- antitrust or similar law in all applicable jurisdictions, (iii) where the failure to obtain such consentConsent, approval, authorization, permit or declaration or to make such filing or registration notification, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or (iv) as may be necessary as a result of any facts or circumstances relating to the Buyer or any of its Affiliates.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Buyer do not, and the Transaction Agreementsperformance of this Agreement by Buyer shall not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Articles of Incorporation, Bylaws or equivalent organizational documents of Buyer or any of its subsidiaries, (ii) subject to compliance with the requirements set forth in Section 3.5(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Buyer or any of its subsidiaries or by which it or their respective properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Buyer's or any such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien lien or encumbrance on any of the properties or assets of Buyer or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to (which Buyer or any of its subsidiaries is a party or by which Buyer or any of its subsidiaries or its or any of their respective properties are bound or affected, except to the extent such conflict, violation, breach, default, right impairment or other effect could not in the case of termination, cancellation or acceleration, loss or Lien, a “Violation”clauses (ii) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (Ciii) pursuant to which Seller is entitled to any rights individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to have a Material Adverse EffectEffect on Buyer. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Buyer do not, no and the performance of this Agreement by Buyer shall not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the executionEntity except (i) for applicable requirements, delivery and performance of this Agreement or the other Transaction Agreements or the consummation if any, of the transactions contemplated hereby or therebySecurities Act, except the Exchange Act, Blue Sky Laws, the rules and regulations of Nasdaq and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, (x) would not prevent consummation of the Transaction or otherwise prevent Buyer from performing their respective obligations under this Agreement or (y) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Buyer.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller Chancellor of this Agreement and the any other Transaction AgreementsDocument to which it is a party do not, nor and the performance by Seller of its obligations hereunder or thereunder, nor the consummation it of the transactions contemplated hereby or thereby to be performed by it will not, subject to obtaining the consents, approvals, orders or authorizations and therebymaking the filings referred to below, will: (i) violate, conflict with its certificate of incorporation or bylaws, (ii) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, result in the creation or imposition of a Lien under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, to loss or forfeiture of any Material benefits, rights or privileges a benefit under, any material contract or the creation of a Lien on any assets pursuant to (any such conflictpermit, violationorder, breach, default, right of termination, cancellation judgment or acceleration, loss or Lien, a “Violation”) any Contract (A) decree to which Seller is a party, (B) by which Seller Chancellor or any of its assets Subsidiaries is a party or by which any of their respective properties are bound or affectedis bound, or (Ciii) pursuant constitute a violation of any Law applicable to which Seller is entitled to it or any rights or benefitsof its Subsidiaries, except for such Violations which breaches, violations or defaults that would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no . No consent, approval, authorization, exemption order or waiver of or permit fromauthorization of, or declarationregistration, declaration or filing or registration with, any third party or Governmental Authority Entity (including any consent, approval or authorization with respect to any other Person contract, Permit or Environmental Permit) is required to be obtained or made by or obtained by Seller with respect to Chancellor or any Subsidiaries thereof in connection with the execution, execution and delivery and performance by Chancellor of this Agreement and any other Transaction Documents or the other Transaction Agreements or the consummation performance by Chancellor of the transactions contemplated hereby or thereby, except where the failure thereby to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectperformed by it.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Company do not, and the Transaction Agreements, nor performance of this Agreement by the performance by Seller of its obligations hereunder or thereunder, nor Company and the consummation by the Company of the transactions contemplated hereby Merger and therebythe Other Transactions will not, will: (i) assuming the approval of the agreement by the shareholders of the Company as required by the MBCL, conflict with, violate or result in the a breach of, any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of Seller; the Company (or similar organizational documents of any Subsidiary), (ii) violate any Applicable Laws; assuming that all consents, approvals and other authorizations described in Section 3.5(b) have been obtained, that all filings and other actions described in Section 3.5(b) have been made or taken, and that the Company pays off in full at Closing the outstanding amounts due under the Credit Facility (iii) except as set forth on Schedule 2.03(ahereinafter defined), conflict with or violate any U.S. federal, state or local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or --- any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or breach of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, require consent or result in a loss of a benefit under, give rise to a an obligation under, give to others any right of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any assets property or asset of the Company or any Subsidiary pursuant to to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lieneach, a “Violation”) any Contract (A"Contract") to which Seller the Company or any -------- Subsidiary is a party, (B) party or by which Seller the Company or a Subsidiary or any property or asset of its assets the Company or properties are any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or (C) pursuant to other occurrences which Seller is entitled to any rights or benefitshave not had, except for such Violations which and would not reasonably be expected to have have, a Company Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by the Company do not, no and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority supranational, national, provincial, federal, state or local or government, regulatory or administrative authority, or any court, tribunal, or judicial or arbitral body (a "Governmental Authority"), except ---------------------- for (i) applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the pre-merger notification requirements ------------ of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the competition or Merger Control Laws of any other Person is ------- applicable jurisdiction, (iii) the notification requirements of the Investment Canada Act (R.S. 1985, c. 28 (1st Supp.), as amended (the "ICA"), --- (iv) the filing with the Securities and Exchange Commission (the "SEC") of --- the Joint Proxy Statement, (v) any filings required to be made by, and any approvals required under, the rules and regulations of the Nasdaq National Market, (vi) the filing and recordation of appropriate merger documents as required by the MBCL, (vii) any novations, consents or obtained by Seller approvals required in connection with Government Contracts or similar novations, consents or approvals under any other Contracts with any other Governmental Authorities, (viii) any filings required under the executionDOD Industrial Security Manual for Safeguarding Classified Information, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except (ix) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing or registration notifications would not reasonably be expected to have a Material Adverse Effect(a) prevent or materially delay the consummation of the Merger, or (b) otherwise prevent or materially delay performance by the Company of any of its material obligations under the Agreement.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller of this Agreement and each of the Transaction AgreementsAncillary Agreements to which the Seller will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws of the Seller; ; (ii) conflict with or violate any Applicable LawsLaw applicable to the Seller or by which any of its businesses, operations, properties or assets are bound or affected; or or (iii) except as set forth on Schedule 2.03(a)conflict with, conflict with or violate, result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, or both, would become a default) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration require any consent of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets Person pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which the Seller is a party, (B) party or by which Seller its properties or any of its assets or properties are asset is bound or affectedaffected (except as set forth on Schedule 3.3(a) of the Disclosure Schedules); except, in the case of clause (ii) or (C) pursuant to which Seller is entitled to iii), for any rights such conflicts, violations, breaches, defaults or benefitsother occurrences that would not, except for such Violations which would not individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect with respect to the Seller or the Company or that arise as a result of any facts or circumstances relating to the Buyer or any of its Affiliates. (b) Except as set forth on Schedule 2.03(b)The Seller is not required to file, no consentseek or obtain any notice, authorization, approval, authorizationlicense, exemption certificate, order, permit or waiver consent (each, an “Authorization“) of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by the Seller of this Agreement or and each of the other Transaction Ancillary Agreements to which the 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act“), (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” laws, (iii) where the failure to file, seek or obtain such consentAuthorizations, approval, authorization, permit or declaration or to make such filing or registration notification, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to the Seller or the Company or (iv) as may be necessary as a result of any facts or circumstances relating to the Buyer or the Acquisition Sub or any of their Affiliates.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Seller and the Transaction AgreementsAffiliates does not, nor and the performance of this Agreement by Seller of its obligations hereunder or thereunderand the Affiliates shall not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Seller Charter Documents, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, or default (with or without notice or lapse of time, or both) under, or give rise decree applicable to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, Seller or the impairment, loss Affiliates or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller its or any of its assets or their respective properties are bound or affected, or (Ciii) 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 impair Seller's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Seller pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is entitled to any rights a party or benefits, except for such Violations by which would not reasonably be expected to have a Material Adverse EffectSeller or its properties are bound or affected. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Seller and the Affiliates does not, no and the performance of this Agreement by Seller and the Affiliates shall not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority court, administrative agency, commission, governmental or any other Person is required to be made regulatory authority, domestic or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyforeign (a "GOVERNMENTAL ENTITY"), except where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected material to the Seller or Buyer or have a Material Adverse EffectEffect on the parties hereto, prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement. The Bulk Transfer Laws of the State of Florida do not apply to this transaction.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller of this Agreement and each of the Transaction AgreementsAncillary Agreements to which the Seller will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws of the Seller; ; (ii) conflict with or violate any Applicable LawsLaw applicable to the Seller or by which any of its businesses, operations, properties or assets are bound or affected; or or (iii) except as set forth on Schedule 2.03(a)conflict with, conflict with or violate, result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, or both, would become a default) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration require any consent of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets Person pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which the Seller is a party, (B) party or by which Seller its properties or any of its assets or properties are asset is bound or affectedaffected (except as set forth on Schedule 3.3(a) of the Disclosure Schedules); except, in the case of clause (ii) or (C) pursuant to which Seller is entitled to iii), for any rights such conflicts, violations, breaches, defaults or benefitsother occurrences that would not, except for such Violations which would not individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectEffect with respect to the Seller or the Company or that arise as a result of any facts or circumstances relating to the Buyer or any of its Affiliates. (b) Except as set forth on Schedule 2.03(b)The Seller is not required to file, no consentseek or obtain any notice, authorization, approval, authorizationlicense, exemption certificate, order, permit or waiver consent (each, an "Authorization") of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by the Seller of this Agreement or and each of the other Transaction Ancillary Agreements to which the 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) for such filings as may be required by any applicable federal or state securities or "blue sky" laws, (iii) where the failure to file, seek or obtain such consentAuthorizations, approval, authorization, permit or declaration or to make such filing or registration notification, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to the Seller or the Company or (iv) as may be necessary as a result of any facts or circumstances relating to the Buyer or the Acquisition Sub or any of their Affiliates.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller Buyer of this Agreement and each of the Transaction AgreementsAncillary Agreements to which the Buyer will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation formation or bylaws limited liability company agreement of Seller; the Buyer; (ii) conflict with or violate any Applicable LawsLaw applicable to the Buyer or by which any property or asset of the Buyer is bound or affected; or or (iii) except as set forth on Schedule 2.03(a)conflict with, conflict with or result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would become a default) under, require any consent of any Person pursuant to, or give rise to a right others any rights of termination, cancellationacceleration, suspensionamendment, modification or acceleration cancellation of, any contract or agreement to which the Buyer is a party or is bound; except, in the case of any obligation clause (ii) or any increase in any payment required by(iii), or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (for any such conflictconflicts, violationviolations, breachbreaches, defaultdefaults or other occurrences that would not, right of terminationindividually or in the aggregate, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Buyer Material Adverse EffectEffect or be materially adverse to the Seller. (b) Except as set forth on Schedule 2.03(b)The Buyer is not required to file, no consentseek or obtain any notice, authorization, approval, authorizationorder, exemption permit or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by the Buyer of this Agreement or and each of the other Transaction Ancillary Agreements to which it will be 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 Buyer, except (i) for any filings required to be made under the HSR Act, (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” Laws or (iii) where the failure to obtain such consent, approval, authorizationauthorization or action, permit or declaration or to make such filing or registration notification, would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse EffectEffect or be materially adverse to the Seller.

No Conflict; Required Filings and Consents. (ai) Neither the execution The execution, delivery and delivery by Seller performance of this Agreement and the other Transaction AgreementsDocuments by the Company do not, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation by the Company of the transactions contemplated hereby and therebyContemplated Transactions will not, will: (iA) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or the bylaws of Seller; (ii) violate any Applicable Laws; the Company or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a partyits Subsidiaries, (B) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or its Subsidiaries or by which Seller any property or any asset of the Company or its assets or properties are Subsidiaries is bound or affected, or (C) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a Lien on any property or asset of the Company or of any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller the Company or any of its Subsidiaries is entitled to a party or by which the Company or of any rights of its Subsidiaries is bound or benefits, except for such Violations which would not reasonably be expected to have a affected (the “Material Adverse EffectAgreements”). (bii) Except as set forth The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require, on Schedule 2.03(b)the part or in respect of the Company, no any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority Body (as hereinafter defined) except for (i) the filings required by Section 4.4 of this Agreement, (ii) the filing of a Form D with the SEC and applicable requirements, if any, of the Exchange Act or any other Person is required to be made state securities or obtained by Seller in connection “blue sky” laws (collectively, “Blue Sky Laws”), (iii) the filing of a registration statement with the executionCommission to the extent required by the Investor Rights Agreement, delivery and performance (iv) any approval that may be required by each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby. For purposes of this Agreement Agreement, “Governmental Body” shall mean any: (A) nation, state, commonwealth, province, territory, county, municipality, district or the other Transaction Agreements jurisdiction of any nature; (B) federal, state, local, municipal, foreign or the consummation other government; or (C) governmental or quasi-governmental authority of the transactions contemplated hereby any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or thereby, except where the failure to obtain such consent, approval, authorization, permit entity and any court or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectother tribunal).

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of this Agreement by Seller LLC do not, and the consummation by LLC and Newco of the transactions contemplated hereby will not, (i) conflict with or violate the organizational documents of LLC or the articles of incorporation or by-laws of Newco, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree (whether United States or foreign) applicable to LLC or Newco or by which any property or asset of LLC or Newco is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of LLC or Newco pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which LLC or Newco is a party or by which LLC or Newco or any property or asset of LLC or Newco is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or delay consummation of any of the transactions contemplated hereby in any material respect, or otherwise prevent LLC or Newco from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have an LLC/Newco Material Adverse Effect. The term "LLC/Newco Material Adverse Effect" means any change of effect that is or is reasonably likely to be materially adverse to the business, operations, properties, financial condition, assets or liabilities of LLC or Newco. (b) The execution and delivery of this Agreement by LLC do not, and the performance of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby by LLC and therebyNewco will not, will: require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract for (A) to which Seller is a partyapplicable requirements, if any, of the Exchange Act, the Securities Act and Blue Sky Laws, (B) by which Seller or any the filing of its assets or properties are bound or affectedthe Articles of Merger and related requirements pursuant to the TBCA, or (C) pursuant to which Seller is entitled filings and approvals as may be required under the HSR Act, (D) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any rights notification, disclosure or benefitsrequired approval triggered by the Merger or the transactions contemplated by this Agreement, except for and (E) applicable requirements, if any, of the Code and state, local and foreign tax laws, and (ii) where failure to obtain such Violations which consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption prevent or waiver delay consummation of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby in any material respect, or therebyotherwise prevent LLC or Newco from performing its obligations under this Agreement in any material respect, except where and would not, individually or in the failure to obtain such consentaggregate, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a an LLC/Newco Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither None of the execution and delivery by Seller of this Agreement and or the Transaction AgreementsRelated Agreements to which Buyer or an Affiliate of Buyer are a party by Buyer or such Affiliate of Buyer, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation by Buyer or its applicable Affiliate of the transactions contemplated hereby and thereby, will: by this Agreement or the Related Agreements or performance of their obligations hereunder or thereunder will (i) conflict withwith or violate the organizational documents of Buyer or such applicable Affiliate, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 5.3(b) have been obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Applicable Laws; Law applicable to Buyer or its applicable Affiliate or by which any property or asset of Buyer or such applicable Affiliate is bound or affected or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a others any right of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any of the properties or assets of Buyer or such applicable Affiliate pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other Contract or other instrument or obligation to which Buyer or such applicable Affiliate is a party or by which Buyer or such applicable Affiliate or any property or asset of Buyer or such applicable Affiliate is bound, other than, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, right of right, termination, cancellation or amendment, acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which cancellation that would not reasonably be expected to, individually or in the aggregate, materially impair the ability of Buyer to have a Material Adverse Effectconsummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver None of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, execution and delivery and performance of this Agreement or the other Transaction Related Agreements by Buyer or an Affiliate of Buyer, the consummation by Buyer or its applicable Affiliate of the transactions contemplated hereby or thereby, except where the failure to obtain such or performance of its obligations hereunder or thereunder will require any consent, approval, authorization, waiver or permit of, or declaration filing with or notification to, any Governmental Authority, except for (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 by this Agreement, (ii) the Venezuela Approval, and (iii) such other consents, approvals, authorizations or permits, filings or notifications, the failure of which to have, make such filing or registration obtain, as applicable, would not reasonably be expected to, individually or in the aggregate, materially impair the ability of Buyer to have a Material Adverse Effectconsummate the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) Neither Except as set forth on Schedule 3.3(a) of the execution Disclosure Schedules, the execution, delivery and delivery performance by the Seller Parties of this Agreement and each of the Transaction AgreementsAncillary Agreements to which a Seller Party will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict withwith or violate the certificate of formation, incorporation, bylaws, operating agreement or equivalent organizational documents of such Seller Party (if applicable) or the Company; (ii) conflict with or violate any Law applicable to such Seller Party or the Company or by which any property or asset of such Seller Party or the Company is bound or affected; or (iii) 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 Party or the Company under, or result in the breach ofcreation of any Encumbrance on any property, asset or right of such Seller Party or the Company pursuant to, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a)note, conflict with or result in any violation or breach ofbond, or default (with or without notice or lapse of timemortgage, or both) underindenture, or give rise to a right of terminationagreement, cancellationlease, suspensionlicense, modification or acceleration of any permit, franchise, instrument, obligation or any increase in any payment required by, other Contract to which such Seller Party or the impairment, loss Company is a party or forfeiture of any Material benefits, rights or privileges under, by which such Seller Party or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller Company or any of its their respective properties, assets or properties rights are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)None of such Seller Party or the Company is required to file, no consentseek or obtain any notice, authorization, approval, authorizationorder, exemption permit or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by such Seller Party of this Agreement or and each of the other Transaction Ancillary Agreements to which such Seller Party 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 where for 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 applicable to the failure to obtain such consent, approval, authorization, permit transactions contemplated by this Agreement or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectthe Ancillary Agreements.

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller Buyers of this Agreement and each of the Transaction AgreementsAncillary Agreements to which a Buyer will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: or compliance by each Buyer with any of the provisions hereof, do not and will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws of Seller; a Buyer; (ii) conflict with or violate any Applicable Laws; Law applicable to the Buyers or by which any property or asset of the Buyers are bound or affected; (iii) except as set forth on Schedule 2.03(a), conflict with or violate any Order of any Governmental Authority; or (iv) conflict with, result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a right of termination, cancellationmodification, suspension, modification notice or acceleration cancellation or require any consent of any obligation Person pursuant to, any material contract or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) agreement to which Seller a Buyer is a party; except, in the case of clause (ii), (Biii) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to iv), for any rights such conflicts, violations, breaches, defaults or benefitsother occurrences that would not, except for such Violations which would not individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse EffectEffect or that arise as a result of any facts or circumstances relating to the Sellers or any of their Affiliates. (b) Except as set forth on Schedule 2.03(b)The Buyers are not required to file, no consentseek or obtain any notice, authorization, approval, authorizationorder, exemption permit or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by the Buyers of this Agreement or and each of the other Transaction Ancillary Agreements to which 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 other applicable Antitrust Law or (ii) where the failure to obtain such consent, approval, authorizationauthorization or action, permit or declaration or to make such filing or registration notification, would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither Except as described in subsection (b) below, the execution and delivery by Seller of this Agreement and the Transaction AgreementsDT Financing Agreements by Voicestream does not, nor and the performance of this Agreement and the DT Financing Agreements by Seller of its obligations hereunder or thereunderVoicestream will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) violate or conflict withwith the Certificate of Incorporation or Bylaws of Voicestream, (ii) conflict with or violate any law, regulation, court order, judgment or decree applicable to Voicestream or any of its Significant Subsidiaries or by which any of their respective property is bound or affected, (iii) violate or conflict with the Certificate of Incorporation or Bylaws of any of Voicestream's Subsidiaries or any of the constituent documents of any of the Xxxx Inlet Joint Ventures, or (iv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation or repurchase of, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien lien or encumbrance on any of the properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller Voicestream or any of its assets Subsidiaries or properties are any Xxxx Inlet Joint Venture pursuant to, or result in the loss of any material benefit or right, or result in an acceleration of any rights or amounts due resulting from a change of control or otherwise, or require the consent of any other party to, any contract, instrument, Permit, license or franchise to which Voicestream or any of its Significant Subsidiaries or any Xxxx Inlet Joint Venture is a party or by which Voicestream, any of such Subsidiaries or any Xxxx Inlet Joint Venture or any of their respective property is bound or affected, except, in the case of clauses (ii), (iii) and (iv) above, for conflicts, violations, breaches, defaults, rights, results or (C) pursuant to which Seller is entitled to any rights consents which, individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to have a Material Adverse EffectEffect on Voicestream, and except that the consummation of the Merger is conditional upon receipt of the Voicestream Stockholder Approval. (b) Except as set forth on Schedule 2.03(bfor applicable requirements, if any, of the Federal Communications Commission (the "FCC"), no consentthe Exchange Act, approvalthe premerger notification requirements of the HSR Act, authorizationCouncil Regulation (EEC) No. 4064/89, exemption or waiver of or permit from, or declarationif required, filing of a notice pursuant to Sections 721 of Exon-Xxxxxx, filing and recordation of appropriate merger or registration withother documents as required by Delaware Law and any filings required pursuant to the rules of any applicable stock exchanges (collectively, the "VOICESTREAM REQUIRED APPROVALS"), neither Voicestream nor any Governmental Authority or of its Subsidiaries nor any other Person Xxxx Inlet Joint Venture is required to be made submit any notice, report or obtained by Seller other filing with any Governmental or Regulatory Authority in connection with the execution, delivery and or performance of this Agreement or the other Transaction Agreements DT Financing Agreements. Except as set forth in the immediately preceding sentence, no waiver, consent, approval or authorization of any Governmental or Regulatory Authority is required to be obtained by Voicestream or any of its Subsidiaries or any Xxxx Inlet Joint Venture in connection with its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse EffectDT Financing Agreements.

No Conflict; Required Filings and Consents. (a) Neither Except as set forth in Schedule 3.3 of the execution Disclosure Schedules, the execution, delivery and delivery performance by such Seller of this Agreement Agreement, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby (including the Series N Share Conversion), do not and thereby, will: will not: (i) conflict with or violate the DBM Trust or the FN Trust, as applicable to each Seller (or any other charter documents by which such Seller is bound); *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (ii) conflict with or violate any Law applicable to such Seller or by which any property or assets of such Seller (including the Shares) is bound or affected; or (iii) conflict with, or result in the any breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would constitute a default) under, cause or permit the acceleration of the maturity of, give rise to a any right of termination, cancellation, suspension, modification imposition of fees or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges penalties under, or require any consent of any Person pursuant to, any material Contract to which such Seller is a party or by which any of the creation property or assets of a Lien on any assets pursuant to such Seller is bound or affected; except, in the case of clause (any such conflictiii) above, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a partythe extent that any such conflicts, (B) by which Seller violations, breaches, defaults or any of its assets other occurrences would not, individually or properties are bound or affectedin the aggregate, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse EffectEffect with respect to such Seller or that arise as a result of any facts or circumstances relating to the Buyers or any of their Affiliates or (B) that would be waived pursuant to the Supplemental Indentures. (b) Except as set forth on Schedule 2.03(b)Such Seller is not required to file, no consentseek or obtain any material notice, authorization, approval, authorizationorder, exemption permit, action or waiver consent of or permit from, or declaration, filing or registration with, with any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance by such Seller of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby hereby, except: (i) any filings and notifications required to be made (A) with the Comisión Federal de Competencia (Federal Economic Competition Commission of Mexico) (the “COFECO”) under the Ley Federal de Competencia Económica (the Federal Economic Competition Law of Mexico), and its regulations, as amended and (B) under any other applicable antitrust or therebycompetition Laws; (ii) such filings with and consents of (A) the Secretaría de Comunicaciones y Transportes (the Ministry of Communications and Transportation of Mexico) (the “SCT”) with the opinion of the Comisión Federal de Telecomunicaciones (the Federal Telecommunications Commission of Mexico) (the “COFETEL”) under the Concessions and under the Ley Federal de Telecomunicaciones (the Federal Telecommunications Law of Mexico) and its regulations, except where as amended, (B) the failure Federal Communications Commission of the United States and (C) any other applicable communications Governmental Authority as may be required (including any notifications or other filings that do not require consents); (iii) the Revised Neutral Share Approval and such other filings with, clearance of and consents of the Secretaría de Economía (the Ministry of Economy of Mexico) (the “ME”) as may be required under the Ley de Inversión Extranjera (the Foreign Investment Law of Mexico) and its regulations, as amended; (iv) such filings as may be required by any applicable securities Laws; or (v) to obtain such consentthe extent necessary as a result of any facts or circumstances relating to the Buyers or any of their Affiliates. The Sellers may retain external legal counsel in order to review and perform any of the acts and filings referred to in clauses (i) through (iv) above (and other procedures to be carried out before the applicable Governmental Authority); provided, approval, authorization, permit or declaration or to make such filing or registration would not reasonably that all reasonable and documented fees generated by the foregoing will be expected to have a Material Adverse Effectpaid directly by the Company in accordance with Clause 17 of the DBM Trust.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by MergerCo. and TRC do not, and the Transaction Agreementsperformance of this Agreement by MergerCo. and TRC will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, with or result in violate the breach of, any provision of the certificate articles of incorporation or bylaws by-laws or similar organizational documents of Seller; either MergerCo. or TRC, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, decree applicable to MergerCo. or default (with TRC or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are either of them is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of MergerCo. or TRC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller MergerCo. or TRC is entitled to a party or by which MergerCo. or TRC or any rights property or benefitsasset of either of them is bound or affected, except for such Violations which would not reasonably be expected to have a Material Adverse Effect.8 (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by MergerCo. and TRC do not, no and the performance of this Agreement by MergerCo. and TRC will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority governmental or any other Person is required to be made regulatory authority, domestic or obtained by Seller in connection with the executionforeign, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except (i) for applicable requirements, if any, of the transactions contemplated hereby or therebyExchange Act, except the HSR Act, Blue Sky Laws and state takeover laws and filing and recordation of appropriate merger documents as required by the DGCL and the DRULPA and (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to have a Material Adverse Effectprevent or delay consummation of the Merger, or otherwise prevent MergerCo. or TRC from performing their respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) Neither As of the execution date of this Agreement, the execution, delivery and delivery by Seller performance of this Agreement by the Company do not, and the Transaction Agreements, nor consummation by the performance by Seller of its obligations hereunder or thereunder, nor the consummation Company of the transactions contemplated hereby and therebyContemplated Transactions will not, will: (i) conflict with, with or result in violate the breach of, any provision Certificate of Incorporation or By-Laws of the certificate of incorporation or bylaws of Seller; Company, (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, rule, regulation, order, judgment or breach of, decree applicable to the Company or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are the Company is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company pursuant to which Seller is entitled to to, any rights Material Agreement; except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or benefits, except for such Violations which other occurrences that would not reasonably be expected to prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as Assuming the accuracy of the representations and warranties of the Investors set forth on Schedule 2.03(b)in Section 3 herein, no the execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Contemplated Transactions will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority Body or violate any other Person is required to be made state securities or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect“blue sky” laws (“Blue Sky Laws”).

No Conflict; Required Filings and Consents. (a) Neither the execution and delivery by Seller of this Agreement and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss loss, forfeiture or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller LCIF II of this Agreement do not, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunderwill not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the organizational documents of LCIF II, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or assuming that all consents, approvals, authorizations and other actions described in subsection (iiib) except as set forth on Schedule 2.03(a)have been obtained and all filings and obligations described in subsection (b) have been made, conflict with or result in violate any violation Law applicable to LCIF II or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are LCIF II is bound or affected, or (Ciii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of LCIF II, or result in any increase in any cost or obligation of LCIF II or the loss of any benefit of LCIF II, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller LCIF II is entitled a party or by which LCIF II or any of its properties or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any rights such conflicts, violations, breaches, defaults or benefits, except for such Violations which other occurrences that would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery by LCIF II of this Agreement do not, no and the performance of its obligations hereunder will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing with or registration withnotification to, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection Authority, except (i) the filing of the Certificate of Merger with the executionDelaware Secretary of State, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except (ii) where the failure to obtain such consentconsents, approvalapprovals, authorizationauthorizations or permits, permit or declaration or to make such filing filings or registration notifications, would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) Neither the The execution and delivery by Seller of this Agreement by Buyer does not, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and therebythe performance of this Agreement by Buyer shall not, will: (ia) conflict withwith or violate the Organizational Documents of Buyer, (b) conflict with or violate any Law or Order, in each case applicable to Buyer or (c) 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 result in the breach ofcreation of an Encumbrance (other than Permitted Encumbrances) on, any provision of the certificate properties or assets of incorporation Buyer pursuant to any Contract, Permit, Order or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration restriction of any obligation kind or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) character to which Seller Buyer is a party, (B) party or by which Seller Buyer or any of its assets or properties are bound or affected, except in the case of clause (c) for any such breaches, defaults, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which other occurrences that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the condition, liabilities, operations or results of operations of Buyer. (bii) Except as set forth on Schedule 2.03(b)for filings under the HSR Act, no consent, approval, order or authorization, exemption or waiver of or permit fromof, action by or in respect of, registration, declaration or filing with, or declaration, filing or registration withnotification to, any Governmental Authority Authority, or any other Person is required to be made made, obtained, performed or obtained by Seller given to or with respect to Buyer in connection with the execution, execution and delivery and performance of this Agreement or the other Transaction Agreements by Buyer or the consummation by Buyer of the transactions contemplated hereby or thereby(including under Foreign Competition Laws), except where for such consents, approvals, authorizations, permits, filings or notifications, the failure to obtain such consent, approval, authorization, permit be made or declaration or to make such filing or registration obtained would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the condition, liabilities, operations or results of operations of Buyer.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Seller does not, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunderwill not, nor the consummation of the transactions contemplated hereby assuming that all consents, approvals, authorizations and therebypermits described on Schedule 4.4(a) have been obtained and all filings and notifications described on Schedule 4.4(a) have been made, will: (i) conflict with, with or result in the breach of, violate any provision of the certificate of incorporation or bylaws of Seller; , (ii) conflict with or violate any Applicable Laws; law applicable to Seller or by which any property or asset of Seller is bound or affected or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation breach of or breach of, or constitute a default (or an event which with or without the giving of notice or lapse of time, time or bothboth could reasonably be expected to become a default) under, or give rise to a others any right of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien lien or other encumbrance on any assets property or asset of Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is a party or by which any property or asset of Seller is bound, except, in the case of the foregoing clauses (ii) and (iii), for any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss lien or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations other encumbrance which would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as set forth provided on Schedule 2.03(b4.4(b), no the execution and delivery of this Agreement by Seller does not, and the performance by Seller of its obligations hereunder will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declaration, filing by Seller with or registration withnotification by Seller to, any Governmental Authority governmental entity which, if not obtained or any other Person is required to be made made, would, individually or obtained by Seller in connection with the executionaggregate, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery of the Transaction Documents by Seller of this Agreement the Company do not, and the Transaction Agreements, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: Transaction Documents by the Company will not (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws of Sellerthe Company or its subsidiaries; (ii) violate assuming that all consents, approvals, authorizations and other actions described in Section 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, conflict with or violate, in any Applicable Lawsmaterial respect, any foreign or domestic (Federal, state or local) law, statute, ordinance, franchise, permit, concession, license, writ, rule, regulation, order, injunction, judgment or decree (“Law”) applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected; or (iii) except as set forth on Schedule 2.03(a)conflict with, conflict with or result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, require consent, approval or notice under, give rise to a others any right of termination, cancellationamendment, suspensionacceleration or cancellation of, modification or acceleration of any obligation or any increase in require any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien claim, lien, pledge, security interest or other encumbrance of any kind (“Encumbrance”) on any assets property or asset of the Company or its subsidiaries pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which Seller the Company or its subsidiaries is a party, (B) or by which Seller any property or any asset of the Company or its assets or properties are subsidiaries is bound or affected, except, in the case of each of clause (ii) and (iii), those violations, conflicts, breaches or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations defaults which would not reasonably be expected to have result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of the Transaction Documents by the Company do not, no and the performance of the Transaction Documents by the Company will not, require any consent, approval, authorizationorder, exemption permit, or waiver of or permit authorization from, or declarationregistration, notification or filing or registration with, any domestic or foreign governmental, regulatory or administrative authority, agency or commission, any court, tribunal or arbitral body, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental authority (a “Governmental Authority Entity”) or any other Person is party or Person, except (i) for the filing and recordation of appropriate merger documents as required to be by the DGCL; and (ii) for such other consents, approvals, orders, permits, authorizations, registrations, notifications or filings, which if not obtained or made would not, individually or obtained by Seller in connection with the executionaggregate, delivery and performance of this Agreement have a Company Material Adverse Effect or the other Transaction Agreements prevent or materially delay the consummation of the transactions contemplated hereby or thereby, except where by the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse EffectTransaction Documents.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Acquisition does not, and the Transaction Agreements, nor the performance consummation by Seller of its obligations hereunder or thereunder, nor the consummation Acquisition of the transactions contemplated hereby and therebywill not, will: (i) conflict withviolate the Certificate of Incorporation or By-laws of Acquisition, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) ), subject to making the filings and obtaining the approvals identified in Section 4.03(b), violate any Applicable Laws; law, rule, regulation, order, judgment or (iii) except as set forth on Schedule 2.03(a), conflict with decree applicable to Acquisition or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller any property or any asset of its assets or properties are Acquisition is bound or affected, or (Ciii) subject to making the filings and obtaining the approvals identified in SCHEDULE 4.04(A), result in any Violation pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller Acquisition is entitled to a party or by which Acquisition or any rights property or benefitsassets of Acquisition is bound or affected, except except, in the case of clause (ii) or (iii), for any such Violations conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected prevent or delay consummation of the Offer or Merger in any material respect, or otherwise prevent Acquisition from performing its material obligations under this Agreement, or would not, individually or in the aggregate, limit Acquisition's ability to consummate the transactions hereby contemplated or have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of Acquisition (an "Acquisition Material Adverse Effect"). (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Acquisition does not, no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with and the execution, delivery and performance of this Agreement or the other Transaction Agreements or and the consummation by Acquisition of the transactions contemplated hereby or therebywill not, except where the failure to obtain such require any consent, approval, authorizationauthorization or permit of, permit or declaration filing with or to make such notification to, any Governmental Authority, except for (A) the pre-merger notification requirements of the HSR Act, and (B) filing or registration would not reasonably be expected to have a Material Adverse Effectand recordation of appropriate merger and similar documents as required by New York law.

No Conflict; Required Filings and Consents. (a) Neither Except as set forth in Section 2.7 of the execution Company Disclosure Letter, the execution, delivery and delivery performance of the Transaction Documents by Seller of this Agreement the Company do not, and the Transaction Agreements, nor consummation by the performance by Seller of its obligations hereunder or thereunder, nor the consummation Company of the transactions contemplated hereby and therebythereby will not, will: (i) conflict with, with or result in violate the breach of, any provision of the certificate articles of incorporation or bylaws or equivalent organizational documents of Seller; the Company or any of its Subsidiaries, (ii) violate subject to the Company making any Applicable Laws; filings, notifications or (iii) except as set forth on Schedule 2.03(aregistrations and obtaining any approvals identified in Section 2.7(b), conflict with or violate any domestic or foreign statute, rule, regulation or other legal requirement ("LAW") or order, judgment, injunction or decree ("ORDER") applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of timetime or both would become a default) under, or both) result in the loss of a material benefit under, or give rise to a others any right of purchase or sale, or any right of termination, cancellationamendment, suspensionacceleration, modification increased payments or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right property or asset of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller the Company or any of its assets Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or properties are other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, events, losses, rights, payments, cancellations, encumbrances or (C) pursuant to which Seller is entitled to any rights other occurrences that, individually or benefitsin the aggregate, except for such Violations which would not reasonably be expected to have a Company Material Adverse Effect, or (iv) result in the loss of the Company's status as a real estate investment trust ("REIT") under Section 856 of the Internal Revenue Code of 1986, as amended (the "CODE"). (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the The execution, delivery and performance of this Agreement or the other Transaction Agreements or Documents by the Company do not, and the consummation by the Company 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 or regulatory authority, domestic or foreign, including without limitation any quasi-governmental, supranational, statutory, environmental entity and any stock exchange, court or arbitral body (each a "GOVERNMENTAL ENTITY") under any Law, except (i) for (A) applicable requirements, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) applicable requirements, if any, of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and (C) the consents, approvals and authorizations set forth in Section 2.7 of the Company Disclosure Letter, and (ii) where the failure to obtain any such consent, approval, authorizationauthorization or permit, permit or declaration or to make any such filing or registration notification, would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a1) Neither the The execution and delivery by Seller of this Agreement (and the Transaction Agreementsother agreements contemplated hereby) by the Seller does not, nor and the performance by the Seller of its obligations hereunder or thereunderunder this Agreement (and any other agreements contemplated hereby) will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict withwith or violate the Articles of Incorporation, Bylaws or result in the breach of, any provision other organizational documents of the certificate of incorporation or bylaws of Seller; , (ii) conflict with or violate any Applicable Laws; law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Seller or by which any of its respective properties or assets is bound or affected, or (iii) except as set forth on Schedule 2.03(a), conflict with or result in any violation breach of or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of termination, cancellationamendment, suspension, modification acceleration or acceleration of any obligation or any increase in any payment required bycancellation of, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or result in the creation of a Lien on any of the properties or assets of the Seller pursuant to (to, any such conflictnote, violationbond, breachmortgage, defaultindenture, right of terminationcontract, cancellation agreement, lease, license, permit, franchise or acceleration, loss other instrument or Lien, a “Violation”) any Contract (A) obligation to which the Seller is a party, (B) party or by which Seller or any of its respective properties or assets or properties are is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not reasonably be expected to, and will not, either singly or in the aggregate, materially impair the Seller's ability to consummate the transactions contemplated by this Agreement (Ca "Seller Material Adverse Effect"). (2) pursuant The execution and delivery of this Agreement (and the other agreements contemplated hereby) by the Seller does not, and the performance of this Agreement (and any other agreements contemplated hereby) by the Seller will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity, (ii) compliance with the applicable requirements, if any, of the Exchange Act, Securities Act and state securities laws as set forth in this Agreement and (iii) where failure to which Seller is entitled obtain such consents, approvals, authorizations or permits, or to any rights make such filings or benefitsnotifications, except for such Violations which would not reasonably be expected to have have, and will not have, either singly or in the aggregate, a Seller Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by the Company does not, and the Transaction Agreementsperformance of this Agreement by the Company will not, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, will: (i) conflict with, or result in the breach of, creation of any provision Encumbrance (as defined below) on any of the certificate properties or assets of incorporation the Company or bylaws any of Seller; its subsidiaries, (ii) conflict with or violate the Company Charter Documents or the equivalent organizational documents of any Applicable Laws; or of the Company’s subsidiaries, (iii) except as subject, (A) with respect to the Merger, to the Company Stockholder Approval and (B) to compliance with the requirements set forth on Schedule 2.03(ain Section 2.4(b), conflict with or violate any Legal Requirements applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iv) conflict with or violate, or result in any violation breach, impermissible assignment or breach of, non-transferability of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or impair the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller Company’s or any of its assets subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of any written, oral, express or implied agreement, contract, subcontract, lease, mortgage, indenture, understanding, arrangement, instrument, note, bond, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, permit, franchise or other instrument, obligation or commitment or undertaking of any nature (“Contract”) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected, excluding from the foregoing clauses (i), (iii) or (Civ) pursuant to which Seller is entitled to any such Encumbrances, conflicts, violations, breaches, impermissible assignments, non-transferabilities, defaults, impairments, alterations, or rights or benefits, except for such Violations which would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect. (b) Except as set forth Effect on Schedule 2.03(b)the Company. For the purposes of this Agreement, no consent“Encumbrance” means, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration withwith respect to any asset, any Governmental Authority mortgage, deed of trust, lien, pledge, charge, security interest, title retention device, conditional sale or other security arrangement, collateral assignment, claim, charge, adverse claim of title, ownership or right to use, restriction or other encumbrance of any kind in respect of such asset (including any restriction on (1) the voting of any security or the transfer of any security or other asset, (2) the receipt of any income derived from any asset, (3) the use of any asset, and (4) the possession, exercise or transfer of any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance attribute of this Agreement or the other Transaction Agreements or the consummation ownership of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectany asset).

No Conflict; Required Filings and Consents. (a) Neither The execution, delivery and performance by the execution and delivery by Seller of this Agreement and each of the Transaction AgreementsAncillary Agreements to which the Seller will be a party, nor the performance by Seller of its obligations hereunder or thereunder, nor and the consummation of the transactions contemplated hereby and thereby, will: do not and will not: (i) conflict with, with or result in the breach of, any provision of violate the certificate of incorporation or bylaws of the Seller; ; (ii) conflict with or violate any Applicable LawsLaw applicable to the Seller, the Business or any of the Transferred Assets or by which the Seller, the Business or any of the Transferred Assets may be bound or affected; or or (iii) except as set forth on Schedule 2.03(a)3.3, conflict with or with, result in any violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time, time or both, would become a default) under, require any notice to or consent of any Person pursuant to, or give rise to a right others any rights of termination, cancellationacceleration or cancellation of, suspensionany material contract or agreement; except, modification in the case of clause (ii) or acceleration (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or that arise as a result of any obligation facts or any increase in any payment required by, or circumstances relating to the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller Buyer or any of its assets Affiliates. (b) The Seller is not required to file, seek or properties are bound obtain any notice, authorization, approval, order, permit or affectedconsent of or with any Governmental Authority in connection with the execution, delivery and performance by the Seller of this Agreement and each of the Ancillary Agreements to which the Seller will be a party except where failure to obtain any consent, approval, authorization or action, or (C) pursuant to which Seller is entitled to make any rights filing or benefitsnotification, except for such Violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b), no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither Except as set forth in Section 2.6(a) of the Disclosure Letter, the execution and delivery by Seller of this Agreement by the Sellers do not, and the Transaction Agreements, nor performance of this Agreement by the performance by Seller of its obligations hereunder or thereunder, nor Sellers and the consummation of the transactions contemplated hereby and therebywill not, will: (i) conflict withviolate the Charter of either Seller, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate the Charter of any Applicable Laws; or Transferred Company, (iii) except as set forth on Schedule 2.03(a)contravene, conflict with or result in any a violation or breach of, or constitute a failure to comply with, any Laws or Orders applicable to the Shares or any Transferred Company or the Sellers or by which any properties or assets owned or used by any Transferred Company are bound or affected, (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any Permit that is held by any Transferred Company or that otherwise relates to the business of, or any of the properties or assets owned or used by, any Transferred Company, or (v) result in any breach of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right third parties any rights of consent, termination, cancellationamendment, suspensionmodification, modification acceleration or acceleration cancellation of, or result in the loss of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefitsproperty, rights or privileges benefits under, or result in the imposition of any additional obligations under, or result in the creation of a Lien on the Shares or any of the properties or assets owned or used by any Transferred Company pursuant to any Contract to which any Transferred Company or Seller is a party or by which the Shares or any Transferred Company or Seller or any properties or assets owned or used by any Transferred Company or Seller are bound or affected, except as to clauses (iii), (iv) and (v) above for any such conflict, violation, breach, default, right of terminationright, cancellation alteration or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which other occurrence that would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by the Sellers do not, no consent, approval, authorization, exemption or waiver of or permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with and the execution, delivery and performance of this Agreement or by the other Transaction Agreements or Sellers and the consummation of the transactions contemplated hereby will not, require any consent, approval, authorization or therebypermit of, or filing with or notification to, any Governmental Authority to be obtained or made by the Sellers or any Transferred Company except (i) for compliance with applicable disclosure requirements, if any, under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "EXCHANGE ACT"), and compliance with the pre-merger notification requirements of the HSR Act and any similar foreign Laws listed in Section 2.6(b) of the Disclosure Letter and (ii) where the failure to obtain any such consent, approval, authorizationauthorization or permit, permit or declaration or to make any such filing or registration notification, would not reasonably be expected to have a material adverse effect on the ability of the Sellers to perform their obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Neither Except as described in subsection (b) below, the execution and delivery by Seller of this Agreement and by A-Sub do not, and, subject to the Transaction Agreementsobtaining of the A-Sub Stockholder Approval (as defined below), nor the performance of this Agreement by Seller of its obligations hereunder or thereunderA-Sub will not, nor the consummation of the transactions contemplated hereby and thereby, will: (i) violate or conflict withwith the Certificate of Incorporation or Bylaws of A-Sub, or result in the breach of, any provision of the certificate of incorporation or bylaws of Seller; (ii) violate any Applicable Laws; or (iii) except as set forth on Schedule 2.03(a), conflict with or result in violate any violation law, regulation, court order, judgment or breach of, decree applicable to A-Sub or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are their respective property is bound or affected, or (Ciii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of A-Sub pursuant to, result in the loss of any material benefit under, or require the consent of any other party to, any contract, instrument, permit, license or franchise to which Seller A-Sub is entitled to a party or by which A-Sub or any rights of its property is bound or benefits, except for such Violations which would not reasonably be expected to have a Material Adverse Effectaffected. (b) Except as set forth on Schedule 2.03(b)for applicable requirements, no consentif any, approvalof the 1933 Act, authorizationthe Exchange Act, exemption filing and recordation of appropriate merger or waiver other documents as required by Delaware Law and any filings required pursuant to any state securities or "blue sky" laws or the rules of Nasdaq, A-Sub is not-required to submit any notice, report or permit fromother filing with, or declaration, filing obtain any consent or registration withapproval of, any Governmental Authority governmental authority, domestic or any other Person is required to be made or obtained by Seller foreign, in connection with the execution, delivery and or performance of this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby or therebyAgreement, except where the failure to obtain such consentobtain, approvalmake or give which would have, authorizationin the aggregate, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse EffectEffect on the Surviving Corporation.

No Conflict; Required Filings and Consents. (a) Neither the The execution and delivery by Seller of this Agreement by Parent and Merger Sub do not, and the Transaction Agreements, nor the performance of this Agreement by Seller of its obligations hereunder or thereunder, nor Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby and therebyby this Agreement will not, will: (i) conflict withwith or violate Parent’s certificate of incorporation or the Parent Bylaws, or the equivalent charter documents of Merger Sub, (ii) conflict with or violate any Law applicable to Parent or its Subsidiaries or by which any material property or asset of Parent or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that 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) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the breach ofloss of any right or benefit to which the Company or any of its Subsidiaries is entitled under, any provision note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of the certificate its Subsidiaries is a party or by which Parent or any of incorporation its Subsidiaries, or bylaws any material property or asset of Seller; (ii) violate Parent or any Applicable Laws; of its Subsidiaries, is bound or affected or (iiiiv) except as set forth on Schedule 2.03(a), conflict result (immediately or with or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any Material benefits, rights or privileges under, or the creation of a Lien an Encumbrance on any assets pursuant to material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) above for any such conflictconflicts, violationviolations, breachbreaches, default, right of termination, cancellation defaults or acceleration, loss or Lien, a “Violation”) any Contract (A) to which Seller is a party, (B) by which Seller or any of its assets or properties are bound or affected, or (C) pursuant to which Seller is entitled to any rights or benefits, except for such Violations which other occurrences that would not reasonably be expected to have a Parent Material Adverse Effect. (b) Except as set forth on Schedule 2.03(b)The execution and delivery of this Agreement by Parent and Merger Sub do not, no and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization, exemption or waiver of authorization or permit fromof, or declarationfiling with or notification to, filing or registration or qualification with, any Governmental Authority or any other Person is required to be made or obtained by Seller in connection with the executionEntity, delivery and performance of this Agreement or the other Transaction Agreements or the consummation except for applicable requirements, if any, of the transactions contemplated hereby Securities Act, the Exchange Act, or therebystate securities laws or “blue sky” laws, except where the failure to obtain such consentHSR Act (and analogous statutes and regulations in non-U.S. jurisdictions) and filing and recordation of the Certificate of Merger, approval, authorization, permit or declaration or to make such filing or registration would not reasonably be expected to have a Material Adverse Effectas required by the DGCL.