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

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets 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) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholders.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Mergers (subject to the approval of this Agreement, the Purchased Assets Mergers and the other transactions contemplated hereby by the Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amendedCompany Memorandum, or the equivalent organizational documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 5.05(b), conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of a Lien on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; , (iv) filing of the Governmental Filings described First Plan of Merger, the Second Plan of Merger and other documents required under the CICL to effect the Mergers with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL, (v) the consents, approvals, authorizations, waivers, permits, filings and notifications set forth in Section 3.3(b4.05(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); Letter and (vvi) any such Governmental Filings the failure of which to make or obtain other consents, approvals, authorizations, waivers, permits, filings and notifications that would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the aggregate, reasonably be likely to have a Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Merger (subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company By-laws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 5.04(b), conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of a Lien on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; Exchange or Nasdaq, (iv) filing and recordation of the Governmental Filings described Certificate of Merger, as required by the DGCL, (v) the consents, approvals, authorizations, waivers, permits, filings and notifications set forth in Section 3.3(b4.05(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); Letter and (vvi) any such Governmental Filings the failure of which to make or obtain other consents, approvals, authorizations, waivers, permits, filings and notifications that would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the aggregate, reasonably be likely to have a Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of this Agreement or the Transaction Spin-Off Agreements by the Company do not, and nor the completion consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated hereby or thereby, nor compliance by the Transaction Agreements Company with this Agreement or the Spin-Off Agreements, will not, (i) conflict with violate any provision of the M&A or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedbylaws (or equivalent organizational documents) of any Company Subsidiary, (ii) assuming compliance with and that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referenced in Section 3.4(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated obtained or expiredmade, conflict with or violate any Law applicable to the Purchased Assets 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) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event, which, with without notice or lapse of time time, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of or require the Consent of, require notice to or consent underfiling with any third Person in accordance with any Contract to which the Company or any Company Subsidiary is a party (other than a Benefit Plan) or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets pursuant to any Contract to which property or assets of the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiary, exceptother than, in the case of clauses (ii) and (iii)) above, for any such conflictthat has not had, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The No consent, approval, license, permit, waiver, Order or authorization (a “Consent”) of, registration, declaration or filing with or notice to any Governmental Authority is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the Transaction Spin-Off Agreements by or the Company and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filingshereby or thereby, except for other than (i) filings required under, and compliance with other applicable requirements of, of and filings with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and together with the rules and regulations promulgated thereunder, and state securitiesthe “Exchange Act”) or the Securities Act, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act registration of 1976, as amended (the “HSR Act”) (including the filing Articles of a “Notification and Report Form” Merger by the Company under the HSR Act); BVI Registrar, (iii) filings required under, and compliance with other applicable requirements ofrules and regulations of the NYSE, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); as may be required pursuant to Antitrust Laws and (v) any such Governmental Filings other Consents, registrations, declarations, filings or notices, the failure of which to make be obtained or obtain would made has not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do nothad, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require have, individually or in the vote or consent of the Company’s stockholdersaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 3.05 of the Transaction Company Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Agreements by the Company do not, and the completion performance of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby and thereby will not, not (i) conflict with or violate the Company’s amended and restated certificate Company Articles of incorporation, as amended, Incorporation or Company By-Laws or the equivalent organizational documents of any of the Company’s amended and restated bylaws, as amended's subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any of its subsidiaries or by which any of its or any of its subsidiaries' properties or operations is bound or affected or (iii) conflict with, result in any breach or violation of of, or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in impair the loss Company's or any of a benefit its subsidiaries' rights or entitle any party to which rights or privileges that such party was not entitled to receive immediately before this Agreement or the Company Ancillary Agreements were executed, or its subsidiaries are entitled with respect give to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien an Encumbrance (except other than a Permitted LienEncumbrance) on any of the Purchased Assets properties or assets of the Company or any of its subsidiaries pursuant to to, any Contract note, bond, 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 (with respect to the Purchased Assets) subsidiaries, or by which any Purchased Asset of its or any of its subsidiaries' properties, is boundbound or affected, except, except in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement and the Ancillary Agreements by the Company do not, delivery and the performance of this Agreement and the Transaction Ancillary Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements consummation by the Company do not of the transactions contemplated hereby and thereby will not, require any waiver, consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsEntity or other third party, except for (i) filings required under, and compliance with other for applicable requirements ofof the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) and the rules and regulations promulgated thereunder"), and state securitiessecurities laws ("Blue Sky Laws"), takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including for the filing of a “Notification the Articles of Merger as required by Georgia Law, and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings where the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or obtain notifications, would not prevent or materially delay consummation of the Merger, otherwise prevent or delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of from performing its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersunder this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement by LMHC and performance of the Transaction Agreements by the Company Merger Subs do not, and the completion performance of this Agreement by LMHC and Merger Subs and the consummation of the sale of the Purchased Assets Transactions and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with constitute or violate result in a conflict, breach or violation of or default under, the Company’s amended and restated certificate Organizational Documents of incorporationLMHC, as amendedthe Merger Subs, or the CompanyLMHC’s amended and restated bylaws, as amendedother Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 6.03(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties set forth in Section 4.04(b) and Section 5.05(b), conflict with or violate any Law applicable to the Purchased Assets LMHC or its Subsidiaries or by which any property or asset of LMHC or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company LMHC or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which LMHC or any of its Subsidiaries is a party or by which LMHC or any of its Subsidiaries, or any property or asset of LMHC or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company LMHC or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a LMHC Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by LMHC and Merger Subs do not, delivery and the performance of the Transaction Agreements this Agreement by the Company LMHC and Merger Subs and the completion consummation of the sale of the Purchased Assets Transactions and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or waiver of or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required underthe NASDAQ Global Select Market, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) filing and recordation of the Governmental Filings described SAM Certificate of Merger and the STFC Certificate of Merger, as required by the Ohio Revised Code, (v) the consents, approvals, authorizations, waivers, filings and notifications set forth in Section 3.3(b6.03(b) of the Company LMHC Disclosure Schedules (collectively, the “License Approvals”); Letter and (vvi) any such Governmental Filings the failure of which to make or obtain other consents, approvals, authorizations, waivers, filings and notifications that would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdershave a LMHC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements by the Company do not, of this Agreement and the completion Spin-Off Transaction Agreements and, subject to obtaining the Requisite Stockholder Approval, the consummation by the Company of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby and thereby, does not and will not, (i) conflict with or violate (x) the Company’s amended and restated certificate of incorporation, as amended, incorporation or bylaws of the Company’s amended and restated bylaws, as amendedCompany or (y) similar governing instruments of the Retained Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (iSection 3.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 3.5(b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law or any rule or regulation of the New York Stock Exchange applicable to the Purchased Assets Company or the Retained Subsidiaries or by which any of their respective properties or assets are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default), (B) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice of any obligation or consent underloss of any benefit, or (C) result in the creation of a Lien (except a Permitted Lien) any Encumbrance on any of the Purchased Assets pursuant to properties or assets of the Company or the Retained Subsidiaries under any Contract to which the Company or any of its subsidiaries the Retained Subsidiaries is a party or by which the Company or the Retained Subsidiaries or any of its subsidiaries (their respective properties or assets are bound, or, with respect to the Purchased Assets) or by which any Purchased Asset is Spin-Off Transaction Agreements that shall be entered into in connection with the consummation of the Distribution, will be bound, except, in the case of clauses (i)(y), (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent right or other occurrence that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution and delivery by the Company of this Agreement and the Spin-Off Transaction Agreements and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, except pursuant to (i) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of the Proxy Statement) and state securities, takeover and “blue sky” laws, (ii) the applicable requirements of the HSR Act, (iii) applicable listing or other requirements of the New York Stock Exchange, (iv) the filing of the Certificate of Merger and any applicable franchise tax report with the Secretary of State of the State of Delaware pursuant to the DGCL, (v) such consents, approvals, authorizations, permits, actions and filings as may be required to effect the Distribution and the transactions contemplated by the Spin-Off Transaction Agreements, and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect. Effect or (by) The execution, delivery and performance of impair in any material respect the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) ability of the Company Disclosure Schedules (collectivelyto perform its obligations hereunder, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdershereunder.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each of the Transaction Agreements by Seller, the Company do notand Palladium of this Agreement and each of the Ancillary Agreements, and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby and thereby, do not and will not, : (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or bylaws of the Company’s amended and restated bylaws, as amended, Company or any of its Subsidiaries; (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Seller or the Company or any of its Subsidiaries or by which any property or asset of the Seller or the Company or any of its Subsidiaries is bound or affected; or (iii) result in any breach or violation of or of, constitute a default (or an event, whichevent that, with notice or lapse of time or both, would become a default) under, require any consent of or result in notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the loss imposition of a benefit to which any fees or penalties, require the Company offering or its subsidiaries are entitled with respect to the Purchased Assetsmaking of any payment or redemption, give rise to any right increased, guaranteed, accelerated or additional rights or entitlements of termination, cancellation, adverse amendment any Person or acceleration of, require notice otherwise adversely affect any rights of the Company or consent any of its Subsidiaries under, or result in the creation of a Lien (except a Permitted Lien) any Encumbrance on any property, asset or right of the Purchased Assets Company or any of its Subsidiaries pursuant to to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset is boundof their respective properties, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice assets or consent rights are bound or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectaffected. (b) The None of the Seller or the Company or any of its Subsidiaries is 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 of by the Transaction Agreements by Seller, the Company and the completion Palladium of this Agreement and each of the sale of Ancillary Agreements to which the Purchased Assets and the other transactions contemplated by the Transaction Agreements by Seller, the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of Palladium will be a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make party or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated byhereby or thereby or in order to prevent the termination of any right, privilege, license or the performance by qualification of the Company of or any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersSubsidiaries.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Section 3.05(a) of the Transaction Agreements Company Disclosure Schedule includes a list of (i) all loan agreements, indentures, mortgages, pledges, conditional sale or title retention agreements, security agreements, capital leases, guaranties, standby letters of credit, equipment leases or lease purchase agreements to which the Company or any of its subsidiaries is a party or by which any of them is bound, each in an amount equal to or exceeding $25,000,000, but excluding any such agreement between the Company and its wholly-owned subsidiaries or between two or more wholly-owned subsidiaries of the Company; (ii) all contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective property or assets are bound or affected, but excluding contracts, agreements, commitments or other understandings or arrangements entered into in the ordinary course of business and involving, in each case, payments or receipts by the Company or any of its subsidiaries of less than $10,000,000 in any single instance; and (iii) all agreements which, as of the date hereof, would be required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts", other than those agreements which have been filed heretofore by the Company with the SEC . (b) Except as set forth in Section 3.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated this Agreement by the Transaction Agreements Company will not, (i) conflict with or violate the Company’s amended and restated certificate Restated Articles of incorporation, as amended, Organization or By-Laws of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to the Purchased Assets Company or any of its subsidiaries or by which its or their respective properties are bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in impair the loss Company's or any of a benefit its subsidiaries' rights or alter the rights or obligations of any third party under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or encumbrance on any of the Purchased Assets properties or assets of the Company or any of its subsidiaries pursuant to to, any Contract note, bond, 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 (with respect to the Purchased Assets) or by which its or any Purchased Asset is boundof their respective properties are bound or affected, except, except in the any such case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (bc) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery of this Agreement by the Company of the Transaction Agreements do does not, and the performance of this Agreement 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, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act and any applicable Blue Sky Laws, (ii) the consummation pre-merger notification requirements of the HSR Act and filings and consents under any applicable Competition Laws, (iii) filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Company of Merger or the transactions contemplated byby this Agreement, (iv) the Transaction Agreements will filing and recordation of appropriate merger or other documents as required by the MBCL, and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not require the vote prevent or consent delay consummation of the Company’s stockholdersMerger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not otherwise be reasonably expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by CF Corp, delivery Parent and performance of the Transaction Agreements by the Company Merger Sub do not, and the completion performance of this Agreement by CF Corp, Parent and Merger Sub and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by this Agreement will not (subject to receipt of the Transaction Agreements will notCF Corp Required Vote), (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, by-laws or the Company’s amended and restated bylawsequivalent charter documents of CF Corp, as amendedParent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 5.04(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to the Purchased Assets CF Corp or its Subsidiaries or by which any property or asset of CF Corp or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company CF Corp or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which CF Corp or any of its Subsidiaries is a party or by which CF Corp or any of its Subsidiaries, or any property or asset of CF Corp or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company CF Corp or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a CF Corp Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery of this Agreement by the Company of the Transaction Agreements CF Corp, Parent and Merger Sub do not, and the performance of this Agreement by CF Corp, Parent and Merger Sub will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except for applicable requirements, if any, of (i) the Securities Act, the Exchange Act, state securities laws or “blue sky” laws, (ii) the HSR Act, (iii) the New York Stock Exchange or Nasdaq, (iv) filing and recordation of the Certificate of Merger, as required by the Company ofDGCL, (v) the consents, approvals, authorizations, waivers, permits, filings and the consummation by the Company notifications set forth in Section 5.04(b) of the transactions contemplated byCF Corp Disclosure Letter and (vi) such other consents, approvals, authorizations, waivers, permits, filings and notifications that would not, individually or in the Transaction Agreements will not require the vote or consent of the Company’s stockholdersaggregate, reasonably be likely to have a CF Corp Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Transaction Agreements by the Company REIT I Parties do not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated by the Transaction Agreements its obligations hereunder will not, (i) assuming receipt of the REIT I Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate REIT I Governing Documents or (B) any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany other REIT I Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.3(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.3(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets REIT I or any REIT I Subsidiary or by which any property or asset of REIT I or any REIT I Subsidiary is bound, or (iii) except as set forth in Section 4.3(a)(iii) of the REIT I Disclosure Letter, require any consent or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or violation any loss of any benefit or material increase in any cost or obligation of REIT I or any REIT I Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to any other Person any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets REIT I or any REIT I Subsidiary pursuant to to, any Contract or Permit to which the Company REIT I or any of its subsidiaries REIT I Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery of this Agreement by the Company each of the Transaction Agreements REIT I Parties do not, and the performance of this Agreement by each of the Company REIT I Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority by such REIT I Parties, except (i) the filing with the SEC of (A) the REIT I Proxy Statement, (B) the Form S-4 and the declaration of effectiveness of the Form S-4, and (C) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with, and the consummation by the Company acceptance for record of the transactions contemplated Articles of Merger by, the Transaction Agreements will not require SDAT pursuant to the vote or consent MGCL and the MLLCA, (iii) the filing of the Company’s stockholdersPartnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the DE SOS pursuant to the DRULPA, (iv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (v) the consents, authorizations, orders or approvals of each Governmental Authority or Agency listed in Section 8.1(a) of the REIT I Disclosure Letter, and (vi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements by the Company of this Agreement and the Stock Option Agreements do not and will not, and the completion performance by Company of the sale of the Purchased Assets its obligations hereunder and the other transactions contemplated by the Transaction Agreements thereunder do not and will not, (i) violate or conflict with the Restated Certificate of Incorporation or violate By-laws of the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all subject to obtaining or making the notices, reports, filings, waivers, consents, approvals, approvals or authorizations and Permits contemplated by clauses (i) through (v) of subsection referred to in paragraph (b) below have been obtained, and all filings and notifications described to the adoption of this Agreement by the stockholders of the Company as set forth in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredSection 3.13(c), conflict with or violate any Law law, regulation, order, judgment or decree applicable to the Purchased Assets Company or any of its Subsidiaries or by which any of their respective property is bound or affected, (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, impair the Company's or result in any of its Subsidiaries' rights under or alter the loss rights or obligations of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsany other party to, give rise to others any right rights of termination, cancellation, adverse amendment vesting, modification, alteration or acceleration of, require notice or consent of any obligation under, or result in the creation of a Lien (except a Permitted Lien) lien, claim or encumbrance on any of the Purchased Assets properties or assets of the Company or any of its Subsidiaries pursuant to, require the consent of any other party to, or result in any obligation on the part of the Company or any of its Subsidiaries to repurchase (with respect to a debenture, bond or note), pursuant to any Contract agreement, contract, instrument, debenture, bond, note, indenture, permit, license or franchise to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company Company, any of its Subsidiaries or any of its subsidiaries (with respect to the Purchased Assets) their respective property is bound or by which any Purchased Asset is boundaffected, except, in the case of clauses (ii) and (iii)) above, for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which as would not, individually or in the aggregate, have, or reasonably be expected to have have, a Company Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except Except for (i) applicable filings required underunder the premerger notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and compliance the rules and regulations thereunder (the "HSR Act"), (ii) required filings with other and the approval of the Federal Energy Regulatory Commission (the "FERC"), (iii) applicable filings and approvals under federal, state, local or foreign regulatory laws, and applicable requirements ofof foreign, state or local public utility or similar commissions or agencies, all of which are set forth in the Company Disclosure Letter, (iv) the filing of a certificate of merger with respect to the Applicable Transaction as required by the DGCL, (v) 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 (the “Exchange Act”) amended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), (vi) applicable filings with the NYSE, and (vii) any filings required or approvals necessary pursuant to any state securities, takeover and “securities or "blue sky” " laws; , neither the Company nor any of its Subsidiaries is required to submit any notice, report or other filing to any governmental or regulatory authority, court, agency, commission or other governmental entity or any securities exchange or other self-regulatory body, domestic or foreign (ii) filings or notifications required under"Governmental Entity"), and compliance with other applicable requirements ofno waiver, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act consent, approval, order or authorization of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” any Governmental Entity is required to be obtained by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations underSubsidiaries, in connection with the Transaction Agreements. The execution and execution, delivery by the Company or performance of the Transaction Agreements do this Agreement except for such notices, reports, filings, waivers, consents, approvals or authorizations that, if not made or obtained, would not, and in the performance by the aggregate, have, or reasonably be expected to have, a Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company and Merger Partnership do not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated hereby by the Transaction Agreements Company and Merger Partnership will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate Company Charter, Company Bylaws, Certificate of incorporation, as amended, Limited Partnership of Merger Partnership or the Company’s amended and restated bylaws, as amendedMerger Partnership Agreement or (B) any equivalent organizational or governing documents of any other Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company, Merger Partnership or any other Company Subsidiary or by which any property or asset of the Company, Merger Partnership or any other Company Subsidiary is bound, or (iii) require any consent or notice or approval under, result in any breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company, Merger Partnership or any other Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company Company, Merger Partnership or any of its subsidiaries other Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company and the completion of the sale of the Purchased Assets Merger Partnership do not, and the other transactions contemplated by the Transaction Agreements performance of this Agreement by the Company do not and Merger Partnership will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required the filing with the SEC of (A) a proxy statement in preliminary and definitive form relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) and (B) such reports under, and other compliance with other applicable requirements ofwith, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Articles of Merger with the SDAT and the Partnership Merger Certificate with the DSOS, (iii) such filings and approvals as may be required by any applicable state securities, takeover and securities or “blue sky” laws; (ii) filings or notifications required underLaws, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described such filings as may be required in Section 3.3(b) of the Company Disclosure Schedules (collectivelyconnection with state and local transfer Taxes, the “License Approvals”); and (v) any where failure to obtain such Governmental Filings the failure of which consents, approvals, authorizations or permits, or to make such filings or obtain notifications, individually or in the aggregate, has not had and would not prevent or materially delay the consummation by the reasonably be expected to have a Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by each of Parent, delivery Merger Sub I and performance of the Transaction Agreements by the Company Merger Sub II do not, and the completion performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amendedincorporation and bylaws of Parent, or the Company’s amended and restated bylaws, as amendedequivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 5.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to the Purchased Assets Parent or its Subsidiaries or by which any 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 any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company Parent or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company Parent or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by each of Parent, delivery Merger Sub I and Merger Sub II do not, and the performance of the Transaction Agreements this Agreement by the Company Parent, Merger Sub I and Merger Sub II and the completion consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; , (iv) filing of the Governmental Filings described First Plan of Merger, the Second Plan of Merger and other documents required under the CICL to effect the Mergers with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL, (v) the consents, approvals, authorizations, waivers, permits, filings and notifications set forth in Section 3.3(b5.05(b) of the Company Parent Disclosure Schedules (collectively, the “License Approvals”); Letter and (vvi) any such Governmental Filings the failure of which to make or obtain other consents, approvals, authorizations, waivers, permits, filings and notifications that would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersreasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company, the consummation by the Company do not, and the completion of the sale of the Purchased Assets and the Merger or any other transactions transaction contemplated by this Agreement, or the Transaction Agreements Company’s performance of its obligations hereunder will not, (i) subject to obtaining the Requisite Stockholder Approval, conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Charter or the Company’s amended and restated bylaws, as amendedBy-laws, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.4(b) through (v) of subsection (b) below have been obtainedobtained or made and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) result in any breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its Subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries is bound or by which any Purchased Asset is boundaffected, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice termination, amendment, acceleration, cancellation or consent or other occurrence which Lien that would notnot constitute, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental FilingsCompany, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions Merger or any other transaction contemplated byby this Agreement, or the Company’s performance of its obligations hereunder, will require any consent, approval, authorization, waiver or permit of, or 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) compliance with, and the filing of a premerger notification and report form by the Company under, the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable non-U.S. Laws intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment, including Council Regulation No. 139/2004/EC of the European Community, as amended (“Foreign Antitrust Laws” and, together with the HSR Act, “Antitrust Laws”), (iii) the filing of the Certificate of Merger with the Secretary of State, the other filings required under the DGCL by the Secretary of State and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) the consents, registrations, declarations, notices or filings required to be made or obtained under Gaming Laws (collectively, “Gaming Approvals”), (v) any filings required under the rules of the NYSE, and (vi) such other consents, approvals, authorizations or permits, filings or notifications, the failure of which to have, make or obtain, as applicable, would not constitute, individually or in the aggregate, a Company Material Adverse Effect. (c) As of the date hereof, to the Knowledge of the Company, there are no facts or circumstances with respect to the Company, its Subsidiaries or any of their respective Affiliates insofar as such Affiliate-owned interest would be attributable to the Company or any of its material obligations underSubsidiaries under any applicable Gaming Law, the Transaction Agreements. The execution and delivery by the Company that would prevent or materially delay receipt of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersany Gaming Approvals.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Merger (subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties set forth in Section 5.03(b), conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to its Subsidiaries is entitled under any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of a Lien on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or waiver of, or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required underthe NASDAQ Capital Market, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) filing and recordation of the Governmental Filings described Certificate of Merger, as required by the DGCL, (v) the consents, approvals, authorizations, waivers, filings and notifications set forth in Section 3.3(b4.05(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); Schedule and (vvi) any such Governmental Filings the failure of which to make or obtain other consents, approvals, authorizations, waivers, permits, filings and notifications that would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the aggregate, reasonably be likely to have a Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Merger (subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (i) through (v) of subsection (bSection 3.5(b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law or Order applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of an Encumbrance on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) above for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsEntity, except for (i) filings required underapplicable requirements, and compliance with other applicable requirements ofif any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; , state securities laws or “blue sky” laws, the HSR Act, the Investment Canada Act, the Competition Act (iv) Canada), Canadian provincial railway regulators, the Governmental Filings described in Section 3.3(b) STB, and filing and recordation of the Company Disclosure Schedules (collectivelyCertificate of Merger, as required by the DGCL, the “License Approvals”); Federal Communications Commission and (v) any such Governmental Filings the failure of which to make or obtain other consents, approvals, authorizations, permits, filings and notifications that would not prevent or materially delay the consummation by the reasonably be expected have a Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the consummation by Purchaser and Merger Sub of the Transaction Agreements by the Company transactions contemplated hereby, do not and will not, subject to obtaining the Purchaser Stockholder Approval and the completion receipt of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will notApprovals referred to in Section 3.5(b) below, (i) contravene, conflict with or violate result in a violation or breach of any provision of the Company’s amended and restated certificate of incorporation, as amended, Purchaser Charter Documents or the Companyorganizational documents of any of Purchaser’s amended and restated bylaws, as amendedSubsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredcontravene, conflict with or violate result in a violation or breach of any provisions of any Law applicable to the Purchased Assets Purchaser or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) result in require any breach consent or violation of or other action by any Person under, constitute a default (or an event, whichevent that, with or without notice or lapse of time or both, would become constitute a default) under, or result in cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any right or obligation or the loss of a any benefit to which Purchaser or any of its Subsidiaries is entitled under (A) any provision of any Contract binding upon Purchaser or any of its Subsidiaries or (B) any license, permit, franchise, certificate, approval or other similar authorization (“Permits”) held by, or affecting, or relating in any way to, the Company assets or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration business of, require notice Purchaser or consent underany of its Subsidiaries, or (iv) result in the creation or imposition of a any Lien (except a Permitted Lien) on any asset of the Purchased Assets pursuant to any Contract to which the Company Purchaser or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, other than such exceptions in the case of clauses clause (ii) and ), (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice ) or consent or other occurrence which (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to Purchaser. (b) The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the consummation by Purchaser and Merger Sub of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company hereby do not not, and shall not, require any Approval, action by or in respect of, filing with or notification to, any Governmental FilingsEntity, to be made or obtained by Purchaser or its Subsidiaries, except for (i) filings required underthe compliance, if required, with any applicable requirements of the HSR Act, including pre-merger notification requirements, (ii) the filing with the SEC and the mailing to the holders of Purchaser Common Stock of the Purchaser Proxy Statement, and compliance the filing with other applicable requirements of, the Securities SEC of any reports that might be required pursuant to the Exchange Act of 1934in connection with this Agreement and the transactions contemplated hereby, (iii) such other filings, authorizations, decisions or orders as amended (the “Exchange Act”) and may be required by the rules and regulations promulgated thereunder, of NASDAQ or any state securities or blue sky laws and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) filing of the Company Disclosure Schedules appropriate merger documents as required by the NCA (collectivelyincluding the Articles of Merger), the “License Approvals”); and (v) any such Governmental Filings the failure of which to make other Approvals or obtain Permits, which, if not obtained, would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersreasonably be expected to have a Material Adverse Effect with respect to Purchaser.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by the Transaction Agreements Company, and the consummation by the Company do not, and the completion of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements hereby, do not and will not, not (i) assuming receipt of the Company Shareholder Approval, conflict with or violate the Company’s amended and restated certificate any provision of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Governing Documents, (ii) assuming receipt of the Company Shareholder Approval, conflict with or violate any provision of any Company Subsidiary Governing Documents, (iii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.4(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.4(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company, any Company Subsidiary or any Company JV is bound, or (iiiiv) require any notice, consent or approval under, result in any breach of any obligation or violation any loss of any benefit or increase in any cost or obligations of the Company, any Company Subsidiary or any Company JV under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to any other Person any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company, any Company Subsidiary or any Company JV pursuant to any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company, any Company Subsidiary or any of its subsidiaries Company JV is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of as to clauses (ii), (iii) and (iii)iv) above, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company ofCompany, and the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, require any consent, approval, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Joint Proxy Statement and, with respect to Parent, the Form S-4, and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) any filings required by any state securities or “blue sky” Laws, (iii) any filings required under the rules and regulations of Nasdaq, (iv) the filing of the Trust Amendment and the Articles of Merger with, and the acceptance of the Trust Amendment and the Articles of Merger for record by, the Transaction Agreements will Maryland SDAT, (v) such filings as may be required in connection with state and local Transfer Taxes, and (vi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not require the vote or consent of the Company’s stockholdershad, and would not reasonably be expected to have, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company, the consummation by the Company do not, and the completion of the sale of the Purchased Assets and the Merger or any other transactions transaction contemplated by the Transaction Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amendedthis Agreement, or the Company’s amended and restated bylawscompliance with any of the provisions of this Agreement will (i) subject to obtaining the Requisite Stockholder Approval, conflict with or violate (x) the Certificate of Incorporation or Bylaws or (y) the organizational or governing documents of any of the Company’s subsidiaries that are classified as amended“significant subsidiaries” under Rule 1-02(w) of Regulation S-X promulgated by the SEC (each such subsidiary, a “significant subsidiary”), (ii) assuming that all the consents, approvals, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 3.5(b) through (v) of subsection (b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its significant subsidiaries or by which any property or asset of the Company or any of its significant subsidiaries is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien lien, claim, mortgage, encumbrance, pledge, security interest or charge of any kind (except a collectively, “Liens”), other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its significant subsidiaries pursuant to to, any Contract note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is bound, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice termination, amendment, acceleration, cancellation or consent or other occurrence which Lien that would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. . For purposes of this Agreement, “Permitted Lien” shall mean (bA) The executionany Lien for Taxes not yet due, delivery or for Taxes being contested in good faith by appropriate proceedings and performance for which adequate accruals or reserves have been established in accordance with GAAP in the Company SEC Documents, (B) Liens securing indebtedness or liabilities that are reflected in the Filed Company SEC Documents or incurred in the ordinary course of business since the date of the Transaction Agreements most recent Annual Report on Form 10-K filed with the SEC by the Company and Liens securing indebtedness or liabilities that have otherwise been disclosed to Parent in writing, (C) such Liens or other imperfections of title, if any, that would not have, individually or in the completion aggregate, a Company Material Adverse Effect, including (1) easements or claims of easements whether or not shown by the public records, immaterial boundary line disputes, overlaps, encroachments and any similar immaterial matters not of record which would be disclosed by an accurate survey or a personal inspection of the sale property, (2) rights of parties in possession and (3) title to any portion of the Purchased Assets premises lying within the right of way or boundary of any public road or private road (but, in any event, excluding Liens securing indebtedness), (D) Liens imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (E) Liens disclosed on existing title reports or existing surveys, (F) mechanics’, carriers’, workmen’s, repairmen’s and similar Liens incurred in the other transactions contemplated by ordinary course of business, (G) outbound license agreements and non-disclosure agreements entered into in the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act ordinary course of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); business and (vH) any such Governmental Filings Liens securing acquisition financing with respect to the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated byapplicable asset, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersincluding refinancings thereof.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company STFC do not, and the completion performance of this Agreement by STFC and the consummation of the sale of STFC Merger (subject to the Purchased Assets STFC Shareholder Approval and the Governmental Consents) and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with constitute or violate result in a conflict, breach or violation of or default under, the Company’s amended and restated certificate Organizational Documents of incorporation, as amended, STFC or the Company’s amended and restated bylaws, as amendedits Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 5.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties set forth in Section 6.03(b), conflict with or violate any Law applicable to the Purchased Assets STFC or its Subsidiaries or by which any property or asset of STFC or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company STFC or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which STFC or any of its Subsidiaries is a party or by which STFC or any of its Subsidiaries, or any property or asset of STFC or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company STFC or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a STFC Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by STFC do not, delivery and the performance of the Transaction Agreements this Agreement by the Company STFC and the completion consummation of the sale of the Purchased Assets STFC Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or waiver of or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholders.,

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.05(a) of the Transaction Agreements by Disclosure Schedule and except as set forth in the Organizational Documents, Ground Leases, loan documents evidencing or securing Indebtedness, all of which have been made available to Parent, subject to the receipt of the Company Shareholder Approval, the execution and delivery of this Agreement by any of the Company Parties do not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements their respective obligations hereunder will not, (i) conflict with or violate (1) the Company Charter or the Company Bylaws, (2) the Operating Partnership Agreement or the certificate of limited partnership of the Operating Partnership or (3) the organizational documents of any Subsidiary or, to the knowledge of the Company’s amended and restated certificate , the organizational documents of incorporationany JV Entity, as amended, amended or the Company’s amended and restated bylaws, as amendedsupplemented, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of other actions described in subsection (b) below of this Section 4.05 have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (b) below of this Section 4.05 have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets Company, the Operating Partnership or any Subsidiary or, to the knowledge of the Company, any JV Entity, or by which any property or asset of the Company, the Operating Partnership or any Subsidiary or, to the knowledge of the Company, any JV Entity, is bound, or (iii) require any consent or result in any violation or breach or violation of or constitute a default (with or an event, which, with without notice or lapse of time or both) a default (or give to others any right of termination, would become a defaultamendment, acceleration or cancellation or any right to purchase or sell assets or equity) or under, result in the loss of a any material right or benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the triggering of any payments or result in the creation of a Lien (except a Permitted Lien) or other encumbrance on any property or asset of the Company, the Operating Partnership or any Subsidiary or, to the knowledge of the Company, any JV Entity, pursuant to, any of the Purchased Assets pursuant to terms, conditions or provisions of any material Permit, Material Company Lease or Material Contract to which the Company or any of its subsidiaries Subsidiary is a party or by which the Company it or any of its subsidiaries (with respect to the Purchased Assets) respective properties or by which any Purchased Asset is assets may be bound, except, in the case of with respect to clauses (i)(3), (ii) and (iii), for any such conflictmatter, violation, Lien, breach, default, loss, right, requirement of notice event or consent or other occurrence which consequence described herein that would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Mergers and the other transactions contemplated by this Agreement or (B) reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements by the Company Parties of this Agreement does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not their respective obligations hereunder will not, require any consent, approval, order, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required underfor (A) applicable requirements, and compliance with other applicable requirements ofif any, of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder), and state securities, takeover and securities or “blue sky” laws; laws (ii“Blue Sky Laws”), (B) filings or notifications required under, and compliance with other applicable the pre-merger notification requirements of, of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) (including the filing with the Securities and Exchange Commission (the “SEC”) of a “Notification and Report Form” by proxy statement relating to the Company Merger to be sent to the Company’s shareholders (as amended or supplemented from time to time, the “Proxy Statement”) and other written communications that may be deemed “soliciting materials” under Rule 14a-12 promulgated under the HSR Exchange Act); , (iiiD) any filings required under, under the rules and compliance with other applicable requirements of, regulations of the New York Stock Exchange; Exchange (ivthe “NYSE”), (E) the Governmental Filings described in Section 3.3(b) filing of the Company Disclosure Schedules (collectivelyArticles of Merger with, and the acceptance for record thereof by, the “License Approvals”); SDAT, and (vF) the filing of the Partnership Merger Certificate with, and the acceptance for record thereof by, the DSOS, (G) such filings as may be required in connection with the payment of any such Governmental Filings transfer and gain taxes, and (H) filings required by federal, state or local Environmental Laws, or and (ii) where the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or obtain notifications, would not not, individually or in the aggregate, (A) prevent or materially delay the consummation by the Company of the Mergers and the other transactions contemplated by, by this Agreement or the performance by the (B) reasonably be expected to have a Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate Company Charter or Company Bylaws or (B) any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements this Agreement by the Company do not will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required the filing with the SEC of (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with other applicable requirements ofwith, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) as may be required under the rules and regulations of NASDAQ, (iii) the filing of the Articles of Merger and the acceptance for record by SDAT of the Articles of Merger pursuant to the MGCL, (iv) the due filing of the Certificate of Merger with the Delaware Secretary, (v) such filings and approvals as may be required by any applicable state securities, takeover and securities or “blue sky” laws; Laws, (iivi) such filings as may be required in connection with state and local transfer Taxes, and (vii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications required undernotifications, individually or in the aggregate, has not had and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the reasonably be expected to have a Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and or performance by the Subscriber of this Agreement or the other Transaction Documents to which it will be a party or the consummation by the Subscriber of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, hereby or thereby will: (i) conflict with or violate any provision of any Governing Document of the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, Subscriber; (ii) assuming (A) that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (idescribed in ‎‎Section 4.03(b) through (v) of subsection (b) below have been obtainedobtained and (B) the truth and accuracy of the representations and warranties set forth in ‎‎Article 3 (without giving effect to qualifications for knowledge, material and Company Material Adverse Effect), and all filings and notifications described in such clauses of subsection (b‎‎Section 4.03(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Subscriber; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or violation any loss of any benefit under, or constitute a default under (with or an event, which, with without notice or lapse of time time, or both), would become a default) or result in the loss of a benefit termination or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except other than a Permitted Lien) on upon any properties or assets of the Purchased Assets Subscriber pursuant to to, any Contract to which the Company or any of its subsidiaries Subscriber is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset of its properties or assets is bound) or any Permit held by it, except, in the case of with respect to clauses (i) and (ii) and (iii)and, for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectprevent or materially delay the ability of the Subscriber to consummate the transactions contemplated by this Agreement. (b) The None of the execution, delivery and or performance by the Subscriber of this Agreement or the other Transaction Documents to which it is a party or the consummation by the Subscriber of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not hereby or thereby will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing, declaration or registration with or notification to, any Governmental FilingsEntity, except for other than (i) filings required under, and compliance with other any applicable requirements of, the Securities Exchange HSR Act of 1934, as amended (the “Exchange Act”) and the rules any other applicable Competition Laws and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications required underto, and compliance with other applicable requirements ofany Governmental Entity, individually or in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976aggregate, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not reasonably be expected to prevent or materially delay the consummation by ability of the Company of Subscriber to consummate the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersthis Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Post Disclosure Letter, the execution and delivery of this Agreement by the Company do each of Post, Post GP and Post LP does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements their respective obligations hereunder will not, (i) assuming receipt of the Post Shareholder Approval and the Post Partner Approval, conflict with or violate any provision of (A) the Company’s amended and restated Post Articles of Incorporation or Post Bylaws, (B) the articles of incorporation or bylaws of Post GP, (C) the Post LP Agreement or the certificate of incorporation, as amended, limited partnership of Post LP or the Company’s amended and restated bylaws, as amended(D) any equivalent organizational or governing documents of any other Post Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Post or any Post Subsidiary or by which any property or asset of Post or any Post Subsidiary is bound, or (iii) assuming receipt of the Post Shareholder Approval and the Post Partner Approval, require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of Post or any Post Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company Post or any of its subsidiaries is a party or by which the Company or Post Subsidiary pursuant to, any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundPost Material Contract, except, in the case of as to clauses (i)(D), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a Post Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by each of Post, delivery Post GP and Post LP does not, and the performance of the Transaction Agreements this Agreement by the Company each of Post, Post GP and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not Post LP will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required the filing with the SEC of (A) the Joint Proxy Statement in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of MAA Common Stock and the MAA Series I Preferred Stock in the Parent Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, (B) such reports under, and other compliance with other applicable requirements ofwith, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, and (C) any documents in accordance with Section 7.10, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of (A) the articles of merger with respect to the Parent Merger with the Secretary of State of the State of Georgia and the Secretary of State of the State of Tennessee and (B) appropriate documents with the relevant authorities of the other jurisdictions in which Post and MAA and their respective Subsidiaries are qualified to do business, (iv) the filing of the certificate of merger with respect to the Partnership Merger with the Secretary of State of the State of Georgia and the Secretary of State of the State of Tennessee, respectively, (v) such filings and approvals as may be required by any applicable state securities, takeover and securities or “blue sky” laws; Laws, (iivi) such filings as may be required in connection with Transfer Taxes, and (vii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications required undernotifications, and compliance with other applicable requirements ofindividually or in the aggregate, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersreasonably be expected to have a Post Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company, the consummation by the Company do not, and the completion of the sale of the Purchased Assets and the Merger or any other transactions transaction contemplated by this Agreement, or the Transaction Agreements Company’s performance of its obligations hereunder will not, (i) subject to obtaining the Requisite Shareholder Approval, conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Charter or the Company’s amended and restated bylaws, as amendedBylaws, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and Permits contemplated by clauses (ispecified in Section 4.4(b) through (v) of subsection (b) below have been obtainedobtained or made and the waiting periods referred to therein have expired, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) result in any breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) or under, result in the loss or impairment of a benefit rights under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Lien, other than any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any of its Subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which any property or asset of the Company or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries is bound or by which any Purchased Asset is boundaffected, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice termination, amendment, acceleration, cancellation or consent or other occurrence which Lien that would not, individually or in the aggregate, reasonably be expected to have not constitute a Company Material Adverse Effect. (b) The execution, delivery and performance None of the Transaction Agreements execution and delivery of this Agreement by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental FilingsCompany, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions Merger or any other transaction contemplated byby this Agreement, or the Company’s performance by of its obligations hereunder will require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except pursuant to (i) the Exchange Act, the Securities Act or state securities or “blue sky” Laws, (ii) the HSR Act and any other applicable U.S. or non-U.S. Laws intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment, including Council Regulation No. 139/2004/EC of the European Community, as amended (“Foreign Antitrust Laws” and, together with the HSR Act, “Antitrust Laws”), (iii) the MBCA and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) Gaming Laws, (v) the rules of the NASDAQ, and (vi) such other consents, approvals, authorizations or permits, filings or notifications, the failure of which to have, make or obtain, as applicable, would not constitute a Company Material Adverse Effect. (c) As of the date of this Agreement, to the Knowledge of the Company, there are no facts or circumstances with respect to the Company, its Subsidiaries or any of their respective Affiliates insofar as such Affiliate-owned interest would be attributable to the Company or any of its material obligations underSubsidiaries under any applicable Gaming Law, the Transaction Agreements. The execution and delivery by the Company that would prevent or materially delay receipt of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersany Gaming Approvals.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated this Agreement by the Transaction Agreements Company will not, (iA) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amended, Company Articles or the Company’s amended and restated bylaws, as amendedCompany By-laws (assuming the Company Stockholder Approval is obtained), (iiB) (assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, ) conflict with or violate any Law applicable to the Purchased Assets 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 (iiiC) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event, which, event which with notice or lapse of time or both, both would become a default) under or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationvesting, adverse amendment amendment, acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or other Encumbrance on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries Subsidiaries pursuant to, any Contract, Company Permit or other instrument or obligation to which it is a party or by which the Company or any of its subsidiaries (Subsidiaries is affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (iiB) and (iiiC), for any such conflictconflicts, violationviolations, Lienconsents, breachapprovals, defaultbreaches, losslosses, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements this Agreement by the Company do not will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsEntity or any other person, except for (iA) filings required underthe consents and approvals set forth in Section 4.5(b) of the Company Disclosure Letter, and compliance with other applicable requirements of(B) under the Exchange Act, the Securities Exchange Act, applicable Blue Sky Law, the HSR Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderof The NASDAQ Stock Market, Inc. relative to companies listed on the Over the Counter Bulletin Board, (C) the filing and state securitiesrecordation of the Articles of Merger as required by the FBCA and the filing and recordation of the Certificate of Merger as required by the DGCL and (D) where failure to obtain such consents, takeover and “blue sky” laws; (ii) approvals, authorizations or permits, or to make such filings or notifications required undernotifications, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdershave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company CRA do not, and the completion consummation by CRA of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedby-laws or equivalent organizational documents of (x) CRA or (y) any CRA Significant Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all subject to making the filings and notifications described obtaining the approvals identified in such clauses of subsection (bSection 6.6(b) below have been made and any waiting periods thereunder have terminated or expiredhereof, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to the Purchased Assets CRA or any CRA Subsidiary or by which any property or asset of CRA or any CRA Subsidiary is bound or affected, or (iii) subject to making the filings and obtaining the approvals identified in Section 6.6(b) hereof, result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) or under, result in the loss of a material benefit under, or give to which the Company others any right of purchase or its subsidiaries are entitled with respect to the Purchased Assetssale, give rise to or any right of termination, cancellationamendment, adverse amendment acceleration, increased payments or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) lien or other encumbrance on any property or asset of the Purchased Assets CRA or any CRA Subsidiary pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company CRA or any of its subsidiaries CRA Subsidiary is a party or by which the Company CRA or any CRA Subsidiary or any property or asset of its subsidiaries (with respect to the Purchased Assets) CRA or by which any Purchased Asset CRA Subsidiary is boundbound or affected, except, in the case of clauses (i)(y), (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences which would not prevent or delay consummation of any of the transactions contemplated hereby in any material respect, or otherwise prevent CRA from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, reasonably be expected to have a CRA Material Adverse Effect. The execution and delivery of this Agreement by CRA do not, and the consummation by CRA of the transactions contemplated hereby will not, 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, 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 CRA or any CRA Subsidiary pursuant to, any Material Contract to which CRA or any CRA Subsidiary is a party or by which CRA or any CRA Subsidiary or any property or asset of CRA or any CRA Subsidiary is bound or affected. For the purposes hereof, "Material Contract", as such term relates to CRA, shall mean any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation that is required to be listed as an Exhibit to CRA's Form 10-K filed with the SEC with respect to its year ended December 31, 1996. (b) The executionexecution and delivery of this Agreement by CRA do not, delivery and the performance of the Transaction Agreements by the Company this Agreement and the completion consummation by CRA of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not hereby 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 FilingsEntity"), except for (i) filings required underfor (A) applicable requirements, and compliance with other applicable requirements ofif any, of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), the Securities Act of 1933, as amended (the "Securities Act"), state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, (B) the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable pre-merger notification requirements of, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “"HSR Act”"), (C) filing and recordation of appropriate merger and similar documents as required by Delaware law and Massachusetts law and (including D) applicable requirements, if any, of the filing of a “Notification Code and Report Form” by the Company under the HSR Act); (iii) filings required understate, local and foreign tax laws, and compliance with other applicable requirements of(ii) where failure to obtain such consents, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectivelyapprovals, the “License Approvals”); and (v) any such Governmental Filings the failure of which authorizations or permits, or to make such filings or obtain notifications, would not prevent or materially delay the consummation by the Company of any of the transactions contemplated byhereby in any material respect, or the performance by the Company of otherwise prevent CRA from performing its obligations under this Agreement in any of its material obligations underrespect, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do would not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdershave a CRA Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Offer, the Merger (the Merger being subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtainedthe applicable waiting period, and all filings and notifications described in such clauses of subsection (b) below any extension thereof, under the HSR Act shall have expired or been made and any waiting periods thereunder have terminated or expiredterminated, conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) subject to the receipt of the consents set forth on Section 3.5 of the Company Disclosure Letter, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationconsent, adverse amendment amendment, acceleration or acceleration cancellation of, require result (immediately or with notice or consent underlapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance (except a other than Permitted LienEncumbrances) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or its Subsidiaries pursuant to, any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMaterial Contract, except, except in the case of clauses (ii) and (iii), ) above for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance Assuming the accuracy of the Transaction Agreements by representations and warranties set forth in Section 4.11 below, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock as of the record date to be established for the Company and Common Stockholders Meeting, voting as a single class, at the completion Company Common Stockholders Meeting, in favor of approving this Agreement is the only corporate proceeding or vote of the sale holders of any class or series of the Purchased Assets Company’s capital stock necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, other than the completed actions set forth in Section 3.5(c) below. The affirmative vote of the holders of Company Common Stock is not necessary (i) to consummate the Offer or any transaction contemplated hereby other than the Merger and (ii) to approve this Agreement if the Merger is consummated pursuant to Section 253 of the DGCL. (c) The Company Board of Directors has unanimously (i) concluded that the Offer, the Merger and the transactions contemplated by this Agreement constitute a Superior Proposal to the Transaction Agreements merger and transactions contemplated in the Prior Merger Agreement (ii) determined that the Offer, the Merger and the other transactions contemplated hereby, taken together, are at a price and on terms that are fair to, advisable and in the best interests of the Company and the Company Common Stockholders, (iii) withdrawn its recommendation of the Prior Merger Agreement and the transactions contemplated thereby, (iv) approved this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (v) approved resolutions recommending the approval and adoption of this Agreement by the Company do not require Common Stockholders, (vi) approved resolutions recommending that the Company Common Stockholders accept the Offer and tender their Company Common Stock pursuant to the Offer, and (vii) taken all necessary action to render the Rights Plan and the Rights outstanding thereunder inapplicable to the Offer, this Agreement, the Merger and the other transactions contemplated hereby, (ix) amended the Rights Plan so that (A) none of the Offer, the execution, delivery or performance of this Agreement or the Stockholder Agreements or the commencement or consummation of the Offer or the Merger will cause the Rights to become exercisable and (B) the Rights will expire immediately prior to the consummation of the Offer without any payment being made or shares of the Company’s capital stock being issued in respect thereof. (d) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental FilingsEntity, is required to be made or obtained by the Company or any of its Subsidiaries in connection with the Offer, the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated hereby or compliance with the provisions hereof, except for (A) (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification premerger notification and Report Form” report form by the Company under the HSR Act); , and any applicable filings and approvals under any other Antitrust Law, (ii) the filing with the SEC of the Offer Documents, the Proxy Statement and compliance with federal and state securities laws, as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (iii) any filings or notifications required underunder the rules and regulations of Nasdaq of the transactions contemplated hereby, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) filing of the Certificate of Merger with the Delaware Secretary and appropriate documents with the relevant authorities of other states in which the Company Disclosure Schedules (collectively, the “License Approvals”); or any of its Subsidiaries is qualified to do business and (vB) any such Governmental Filings where the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or obtain notifications would not prevent or materially delay the consummation by the Company of the transactions contemplated by, Offer or the performance by Merger or reasonably be expected to be, individually or in the Company of any of its aggregate, material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of adverse to the Company’s stockholders.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated by the Transaction Agreements its obligations hereunder will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate of incorporation, as amendedCompany Charter or the Company Bylaws, or the Company’s amended and restated bylaws, as amended(B) any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound, or (iii) assuming receipt of the Company Stockholder Approval, require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of any obligation or violation any loss of any benefit or material increase in any cost or obligation of Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to any other Person any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or any of its subsidiaries is a party Company Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or by other legally binding obligation to which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset Company Subsidiary is bounda party, except, in the case of as to clauses (i)(B), (ii) and (iii)) above, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery of this Agreement by the Company of the Transaction Agreements do does not, and the performance of this Agreement by Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the Company offiling with the SEC of (A) the Joint Proxy Statement in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of Parent Common Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Articles of Merger with, and the consummation by the Company acceptance for record of the transactions contemplated Articles of Merger by, the Transaction Agreements will SDAT pursuant to the MGCL and the MLLCA, (iii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iv) such filings as may be required in connection with state and local Transfer Taxes and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not require the vote or consent of the Company’s stockholdersreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company XXX do not, and the completion performance of this Agreement by XXX and the consummation of the sale of XXX Transaction (subject to the Purchased Assets XXX Member Approval and the Governmental Consents) and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with constitute or violate result in a conflict, breach or violation of or default under, the Company’s amended and restated certificate Organizational Documents of incorporation, as amended, XXX or the Company’s amended and restated bylaws, as amendedits Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.04(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties set forth in Section 6.03(b), conflict with or violate any Law applicable to the Purchased Assets XXX or its Subsidiaries or by which any property or asset of XXX or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company XXX or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which XXX or any of its Subsidiaries is a party or by which XXX or any of its Subsidiaries, or any property or asset of XXX or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company XXX or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a XXX Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by XXX do not, delivery and the performance of the Transaction Agreements this Agreement by the Company XXX and the completion consummation of the sale of the Purchased Assets XXX Transaction and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or waiver of or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholders.,

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 5.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of Offer, the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, assuming receipt of the Company Stockholder Approval if required by applicable Law, (i) conflict with or violate any provision of (A) the Company’s amended and restated certificate Company Charter or Company Bylaws or (B) any equivalent organizational or governing documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedany Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 5.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 5.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 5.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, mortgage, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company does not, and the completion performance of this Agreement by the sale Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Purchased Assets Schedule 14D-9, (B) if required by applicable Law, a proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), and (C) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (ii) the filing of the Articles of Merger and the acceptance for record by the Transaction Agreements SDAT of the Articles of Merger pursuant to the MGCL, (iii) the due filing of the Certificate of Merger with the Delaware Secretary, (iv) such filings and approvals as may be required by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities or “blue sky” laws; (ii) filings or notifications required underLaws, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution filings as may be required in connection with state and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholderslocal transfer Taxes.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated hereby by the Transaction Agreements Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company’s amended and restated certificate of incorporation, as amended, Company Charter or the Company’s amended and restated bylaws, as amendedCompany Bylaws or (B) any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any other Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided that, for the avoidance of doubt, for purposes of this Section 4.5(a) the exceptions set forth in clauses (vi) and (vii) of the definition of “Company Material Adverse Effect” shall not apply to any such conflicts, violations, breaches, defaults or other occurrences in determining whether a Company Material Adverse Effect has occurred). (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company does not, and the completion performance of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements this Agreement by the Company do not will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required the filing with the SEC of (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with other applicable requirements ofwith, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL, (iii) the due filing of the Certificate of Merger with the Delaware Secretary, (iv) such filings and approvals as may be required by any applicable state securities, takeover and securities or “blue sky” laws; (ii) filings or notifications required underLaws, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) such filings as may be required in connection with state and local transfer Taxes, (vi) as may be required under the rules and regulations of the NYSE, (vii) any necessary filing with and approval by FINRA of each Broker’s Continuing Membership Application and (viii) where failure to obtain such Governmental Filings the failure of which consents, approvals, authorizations or permits, or to make such filings or obtain notifications, individually or in the aggregate, has not had and would not prevent or materially delay the consummation by the reasonably be expected to have a Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming compliance with the matters, delivery and performance receipt of the Transaction Agreements approvals, referenced in Section 3.5(d) and the obtainment of the Company Required Vote, the execution and delivery of this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or the Company Bylaws, or the equivalent organizational documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or any property or asset of the Company or any of its Subsidiaries or (iii) result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationconsent, adverse amendment amendment, acceleration or acceleration cancellation of, require result (immediately or with notice or consent underlapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance (except other than a Permitted LienEncumbrance) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company or its Subsidiaries pursuant to, any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMaterial Contract, except, except in the case of clauses (ii) and (iii), ) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance affirmative vote of the Transaction Agreements by the Company and the completion holders of a majority of the sale outstanding shares of Company Common Stock as of the Purchased Assets record date to be established for the Stockholders Meeting, voting as a single class, at the Stockholders Meeting, in favor of adopting this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement. (c) The Company Board of Directors has unanimously (i) approved this Agreement, the Merger and the other transactions contemplated by hereby in accordance with the Transaction Agreements DGCL, (ii) determined that the Merger and the other transactions contemplated hereby, taken together, are on terms that are advisable and in the best interests of the Company and the Company Common Stockholders and (iii) resolved to recommend the adoption of this Agreement by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended Common Stockholders (the “Exchange ActCompany Recommendation”). (d) and the rules and regulations promulgated thereunderNo consent, and state securitiesapproval, takeover and “blue sky” laws; (ii) filings Order or notifications required under, and compliance with other applicable requirements authorization of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976or registration, as amended (the “HSR Act”) (including the declaration or filing of a “Notification and Report Form” with, or notice to, any Governmental Entity, is required to be made or obtained by the Company under or any of its Subsidiaries in connection with the HSR Act); (iii) filings required under, execution and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) delivery of this Agreement by the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated byhereby or compliance with the provisions hereof, or except for (i) the performance filing of a premerger notification and report form by the Company under the HSR Act, and any applicable filings and approvals under any other Antitrust Law, (ii) the filing with the SEC of any of its material obligations underthe Proxy Statement, as may be required in connection with this Agreement, the Transaction Agreements. The execution Merger and delivery by the Company other transactions contemplated hereby, (iii) any filings or notifications required under the rules and regulations of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company NYSE of the transactions contemplated by, hereby and (iv) the Transaction Agreements will not require the vote or consent filing of the Company’s stockholdersCertificate of Merger with the Delaware Secretary and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business.

No Conflict; Required Filings and Consents. (a) The Neither (1) the execution, delivery and or performance of the Transaction Agreements by the Company do not, and the completion this Agreement or any of the sale other agreements referred to in this Agreement to which Glyko will be a party, nor (2) the consummation of the Purchased Assets and Arrangement or any of the other transactions contemplated by the Transaction Agreements this Agreement, will not, (with or without notice or lapse of time): (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredcontravene, conflict with or violate result in a violation of (A) any Law of the provisions of the Glyko Charter Documents, or (B) any resolution adopted by the shareholders, the Board of Directors or any committee of the Board of Directors of Glyko; (ii) contravene, conflict with or result in a violation of any applicable Legal Requirement or any order, writ, injunction, judgment or decree to which Glyko, or any of the Purchased Assets assets owned or used by Glyko is subject; (iii) result in any breach other than as contemplated under this Agreement or violation the Arrangement (including, without limitation, the exercise of or constitute a default (or an eventDissenters' Rights), whichcontravene, conflict with notice or lapse of time or both, would become a default) or result in a violation or breach of, or result in a default under, any provision of any Glyko Contract, or give any Person the loss right to (A) declare a default or exercise any remedy under any such Glyko Contract, (B) accelerate the maturity or performance of a benefit to which any such Glyko Contract, or (C) cancel, terminate or modify any term of such Glyko Contract; (iv) result in the Company imposition or its subsidiaries are entitled creation of any Encumbrance upon or with respect to the Purchased Assets, any asset owned or used by Glyko; (v) give rise to any right of termination, cancellation, adverse amendment termination or acceleration ofof indebtedness, or cause any third party indebtedness to become due before its stated maturity or cause any available credit to cease to be available; or (vi) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Glyko other than as a shareholder of Glyko or holder of Glyko Stock Options under the terms of the Arrangement. (b) The execution and delivery of this Agreement by Glyko does not, and the performance of this Agreement by Glyko shall not, require notice any Consent or consent underany filing with or notification to, any court or result in Governmental Body except: (i) approval by the creation of a Lien (except a Permitted Lien) on any Court of the Purchased Assets pursuant to any Contract to which the Company or any Plan of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses Arrangement; (ii) the Appropriate Regulatory Approvals; and (iii)) such other filings, for any such conflictregistrations, violationpermits, Lienauthorizations, breachconsents or approvals that if not obtained, defaultmade or given, loss, right, requirement of notice or consent or other occurrence which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Glyko, or prevent consummation of the transactions or otherwise prevent Glyko from performing its obligations under this Agreement. (bc) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for Glyko (i) filings required underdoes not hold $15 million or more of assets, excluding the shares of BioMarin Common Stock held by Glyko and compliance with other applicable requirements ofinvestment assets, located in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) United States and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings did not make sales in or notifications required under, and compliance with other applicable requirements of, into the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act United States of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described $25 million or more in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholderslast completed fiscal year.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement and performance of the any other Transaction Agreements Document by the Company do not, and the completion performance of this Agreement by the Company and any other Transaction Document to which the Company is a party and the consummation of the sale Merger (subject to the adoption of the Purchased Assets “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company Required Vote) and the other transactions contemplated by this Agreement or in the other Transaction Agreements Documents to which the Company is a party will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amended, Incorporation or the Company’s amended and restated bylaws, as amendedCompany By-laws, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or by which any property or asset of the Company is bound or affected, or (iii) result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require result (immediately or with notice or consent underlapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien (except a Permitted Lien) an Encumbrance on any property or asset of the Purchased Assets Company pursuant to to, any Contract note, bond, 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 Company, or any property or asset of its subsidiaries (with respect to the Purchased Assets) Company, is bound or by which any Purchased Asset is boundaffected, except, except in the case of clauses (ii) and (iii), ) above for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company and the completion of the sale of the Purchased Assets and the any other transactions contemplated by the Transaction Agreements by Document to which the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of is a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements party do not, and the performance of this Agreement by the Company and of any other Transaction Document to which the Company is a party will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental Entity, except for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws or “blue sky” Laws, the HSR Act and filing and recordation of the consummation Certificate of Merger, as required by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersDGCL.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by each of Parent, delivery Merger Sub I and performance of the Transaction Agreements by the Company Merger Sub II do not, and the completion performance of this Agreement by Parent, Merger Sub I and Merger Sub II and the consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate of incorporation, as amendedincorporation and bylaws of Parent, or the Company’s amended and restated bylaws, as amendedequivalent organizational documents of any Subsidiary of Parent, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 5.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 4.05(b), conflict with or violate any Law applicable to the Purchased Assets Parent or its Subsidiaries or by which any 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 any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a any right or benefit to which the Company Parent or any of its subsidiaries are Subsidiaries is entitled under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any property or asset of Parent or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, lapse of time or result both) in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company Parent or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundSubsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by each of Parent, delivery Merger Sub I and Merger Sub II do not, and the performance of the Transaction Agreements this Agreement by the Company Parent, Merger Sub I and Merger Sub II and the completion consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; , (iv) filing of the Governmental Filings described First Plan of Merger, the Second Plan of Merger and other documents required under the CICL to effect the Mergers with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL, (v) the consents, approvals, authorizations, waivers, permits, filings and notifications set forth in Section 3.3(b5.05(b) of the Company Parent Disclosure Schedules Letter and (collectivelyvi) such other consents, the “License Approvals”); approvals, authorizations, waivers, permits, filings and (v) any such Governmental Filings the failure of which to make or obtain notifications that would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersreasonably be likely to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and or performance of the Transaction Agreements this Agreement by the Company do notCompany, and NHT Intermediary, NHT Holdings or NHT OP or the completion consummation by the Company, NHT Intermediary, NHT Holdings or NHT OP of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will not, this Agreement will: (i) subject to obtaining the Requisite Vote, conflict with or violate any provision of the Declaration of Trust, the Company Charter, the Company Bylaws, the NHT Intermediary LLC Agreement, the NHT Holdings LLC Agreement or the NHT OP LLC Agreement, as applicable; (ii) (A) conflict with or violate any provision of the Company’s amended Organizational Documents of any Company Subsidiary and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (iiB) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses (idescribed in Section 4.4(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications described in such clauses of subsection (bSection 4.4(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any Company Subsidiary, or any of their respective properties or assets; or (iii) except as set out in the Company Disclosure Letter, require any consent, notice or approval under, violate, conflict with, result in any breach or violation of of, or constitute a default under (with or an event, which, with without notice or lapse of time time, or both), would become a default) or result in the loss of a benefit termination or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, vesting, amendment, acceleration, notification, cancellation, adverse amendment purchase or acceleration of, require notice or consent under, sale under or result in the triggering of any payment or creation of a Lien (except other than a Permitted Lien) on upon any of the Purchased Assets respective properties or assets (including rights) of the Company or any Company Subsidiary, pursuant to to, any Contract to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is of their respective properties or assets (including rights) are bound) or any Company Permit, except, in the case of with respect to clauses (ii4.4(b) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The None of the execution, delivery and or performance of this Agreement by the Transaction Agreements Company, NHT Intermediary, NHT Holdings or NHT OP or the consummation by the Company, or NHT OP of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity by the Company and the completion or any Company Subsidiary or with respect to any of the sale of the Purchased Assets and the their respective properties or assets, other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for than (i) filings required underthe filing of the Company Merger Certificate with, and acceptance for record of the Company Merger Certificate by, the DSOS, (ii) the filing of the Intermediary Merger Certificate with the DSOS, (iii) the filing of the Holdings Merger Certificate with the DSOS, (iv) the filing of the Operating Partnership Merger Certificate with the DSOS, (v) the filing on SEDAR+ of the Information Circular, (vi) compliance with other the applicable requirements of, of Securities Laws as may be required in connection with this Agreement and the Securities Exchange Act of 1934, transactions contemplated thereby,(vii) filings as amended (the “Exchange Act”) and may be required under the rules and regulations promulgated thereunderof the New York Stock Exchange and the TSXV, and state securities, takeover and (viii) compliance with any applicable securities or “blue sky” laws; Laws, (iiix) such filings as may be required in connection with the payment of any transfer and gain Taxes and (x) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications required underto, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the any Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain Entity would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the aggregate, reasonably be expected to have a Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Merger (subject to the approval of this Agreement by the Purchased Assets Company Required Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits waivers contemplated by clauses (iSection 4.05(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made made, and any waiting periods thereunder have terminated or expiredassuming the accuracy and completeness of the representations and warranties contained in Section 5.03(b), conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a "Contract") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of a Lien on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or result in a failure of, or a material impairment or delay in, the ability of the Company to perform its material obligations under this Agreement. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsAuthority, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , state securities laws or "blue sky" laws and the rules and regulations promulgated thereunderHSR Act, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required underthe NASDAQ Global Select Market, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings filing and recordation of the Certificate of Merger, as required underby the DGCL, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described consents, approvals, authorizations, waivers, permits, filings and notifications set forth in Section 3.3(b4.05(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); Letter and (v) any such Governmental Filings other consents, approvals, authorizations, waivers, permits, filings and notifications that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in a failure of, or a material impairment or delay in, the ability of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of to perform its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersunder this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of this Agreement by each of the Transaction Agreements Acquiring Parties and Merger Sub nor the consummation by the Company do not, and the completion each of the sale Acquiring Parties and Merger Sub of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby will not, (i) conflict with violate any provision of any one or violate more of the Company’s amended and restated Acquiring Parties’ or their respective Subsidiaries’ certificate of incorporation, as amended, incorporation or the Company’s amended and restated bylaws, as amendedbylaws (or equivalent organizational documents), (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and Permits contemplated by clauses (inotices referred to in Section 5.3(b) through (v) of subsection (b) below have been obtainedobtained or made, and all filings and notifications described in such clauses of subsection (b) below any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expiredcondition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to any one or more of the Purchased Assets Acquiring Parties and any of their respective Subsidiaries (including Merger Sub) or by which any property or asset of any one or more of the Acquiring Parties or any of their respective Subsidiaries (including Merger Sub) is bound or affected or (iii) result in any breach or violation of of, or constitute a default (with or an event, which, with without notice or lapse of time time, or both) under, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any material Contract to which any one or more of the Company Acquiring Parties or any of its subsidiaries their respective Subsidiaries (including Merger Sub) is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) party, or by which any Purchased Asset of their respective properties or assets is bound, exceptother than, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, losstermination, right, requirement of notice acceleration or consent or other occurrence which cancellation that would not, individually or in the aggregate, reasonably be expected to not have a an Acquiring Party Material Adverse Effect. (b) The No Consent of, or registration, declaration or filing with or notice to, any Governmental Authority is required to be obtained or made by or with respect to any of the Acquiring Parties or any of its Subsidiaries (including Merger Sub) in connection with the execution, delivery and performance of this Agreement or the Transaction Agreements by the Company and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filingshereby, except for other than (i) filings required under, and compliance the filing with other applicable requirements of, the Securities SEC of such reports under the Exchange Act of 1934, as amended (the “Exchange Act”) may be required in connection with this Agreement and the rules and regulations promulgated thereundertransactions contemplated hereby, and state securities, takeover and “blue sky” laws; (ii) the filing of the Certificate of Merger with the Secretary in accordance with the DGCL, (iii) such filings as may be required in connection with the Taxes described in Section 8.6, (iv) filings with the Nasdaq, (iv) such other items required solely by reason of the participation of the Company in the transactions contemplated hereby, (vii) compliance with and filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, Act or other Antitrust Laws and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); Investment Screening Laws and (vviii) any such Governmental Filings other Consents, registrations, declarations, filings or notices the failure of which to make be obtained or obtain made would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdershave an Acquiring Party Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements hereby will not, subject to obtaining the Company Requisite Vote, (i) conflict with or violate the Company’s amended and restated certificate Company Certificate of Incorporation or Company Bylaws, (ii) conflict with or violate the certificates of incorporation, as amended, bylaws or the comparable governing documents of any subsidiary of the Company’s amended and restated bylaws, as amended, (iiiii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (vvi) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or any of its subsidiaries or any of their respective assets or properties or (iiiiv) 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) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Company Permitted Lien) on any of the Purchased Assets material assets or properties of the Company or any of its subsidiaries pursuant to to, any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is its or their respective assets or properties are bound, except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Mergers and the other transactions contemplated by the Transaction Agreements hereby by the Company do not require any Governmental FilingsFilings by the Company, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderthereunder (including the filing of the Proxy Statement/Prospectus), and state securities, takeover and “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a premerger “Notification and Report Form” by the Company under the HSR Act); , (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; NYSE, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) the Governmental Filings described in Section 3.3(b3.5(b) of the Company Disclosure Schedules Schedule (collectively, the “License Company Healthcare and Insurance Regulatory Approvals”); ) and (vvi) any such Governmental Filings the failure of which to make or obtain would not prevent not, individually or materially delay in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company Board has taken, or caused to be taken, all necessary actions so that (i) none of the execution or delivery of this Agreement or the consummation by the Company of the Mergers or the other transactions contemplated byby this Agreement will result in (1) any of Parent or the Merger Subs being deemed to be an Acquiring Person (as defined in the Rights Plan), (2) the occurrence of a Triggering Event (as defined in the Rights Plan), or (3) the performance by distribution of Rights Certificates (as defined in the Rights Plan) separate from the certificates representing the shares of Company Common Stock, and (ii) the Rights Plan will be of any of its material obligations under, no further force or effect pursuant to the Transaction Agreements. The execution and delivery by the Company terms of the Transaction Agreements do not, and Rights Plan as of no later than immediately prior to the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersEffective Time.

No Conflict; Required Filings and Consents. (a) The execution, Neither the execution and delivery and performance of this Agreement or any Ancillary Agreement to which the Transaction Agreements Company or Merger Sub is a party by the Company do notor Merger Sub, as the case may be, nor the performance by the Company and Merger Sub of their respective obligations hereunder or thereunder, nor the completion consummation by the Company and Merger Sub of any of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements will nothereby or thereby, will: (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Organizational Documents or the Company’s amended and restated bylaws, as amended, Organizational Documents of any of its Subsidiaries; (ii) assuming that all consentssatisfaction of the requirements set forth in Section 3.6(b) below, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law statute, law, ordinance, rule or regulation, applicable to the Purchased Assets Company or any of its Subsidiaries or any of their Assets; or (iii) result violate, breach, require consent under, be in any breach or violation of conflict with or constitute a default (or an event, event which, with notice or lapse of time or both, would become constitute a default) under, or permit the termination of any provision of, or result in the loss termination of, the acceleration of a benefit to which the maturity of, or the acceleration of the performance of any obligation of the Company or any of its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent Subsidiaries under, or result in the creation or imposition of a Lien (except a Permitted Lien) on any lien upon any Assets or business of the Company or any of the Purchased Assets pursuant its Subsidiaries under, or give rise to any Contract Third Party’s right of first refusal, termination or other similar right under, any note, bond, indenture, mortgage, deed of trust, lease, or permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect Subsidiaries or any of their respective Assets are bound or encumbered, or give any Person the right to require the Purchased Assets) Company or by which any Purchased Asset is boundof its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind, except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults, consents, liens or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the execution and delivery of this Agreement or any such conflictAncillary Agreement to which the Company or Merger Sub is a party by the Company or Merger Sub, violationas the case may be, Liennor the performance by the Company and Merger Sub of their respective obligations hereunder or thereunder, nor the consummation of any of the transactions contemplated hereby or thereby, will violate, breach, defaultrequire consent under, lossbe in conflict with or constitute a default (or an event which, right, requirement of with notice or consent lapse of time or both, would constitute a default) under, or permit the termination by any Third Party of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company or any of its Subsidiaries under, or result in the creation or imposition of any lien upon any Assets or business of the Company or any of its Subsidiaries under, any Indebtedness. (c) No consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which the Company or Merger Sub is a party by the Company or Merger Sub, as the case may be, or the consummation by the Company and Merger Sub of any of the transactions contemplated by hereby or thereby, other occurrence than (A) the filing with the SEC of (1) the joint information statement/proxy statement/prospectus to be sent to the stockholders of the Company and BPW, including in connection with the BPW Stockholders Meeting (the “Information Statement/Proxy Statement/Prospectus”), (2) the Registration Statement and (3) the Offer Documents, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement or any Ancillary Agreement to which the Company or Merger Sub is a party; (B) compliance with the applicable requirements of the HSR Act; (C) the filing of the Certificate of Merger pursuant to the DGCL; (D) filings with the NYSE, AMEX and NASD; (E) such filings and approvals as may be required by any applicable state securities or “blue sky” laws (“Blue Sky Laws”); (F) business, operating and occupancy licenses and permits; and (G) such consents, approvals, authorizations, permits, registrations, declarations and filings the failure to make or obtain which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholders.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery by Seller of this Agreement and performance of the Transaction Agreements by the Company Documents do not, and the completion and, subject to entry of the sale Sale Order, the performance of the Purchased Assets its obligations hereunder and the other transactions contemplated by the Transaction Agreements thereunder will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, Seller Charter or the Company’s amended and restated bylaws, as amendedSeller Bylaws, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of other actions described in subsection (b) below of this Section 2.2 have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (b) below of this Section 2.2 have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets Seller or by which any property or asset of Seller is bound, (iii) except as set forth in Section 2.2(a) of the Seller Disclosure Schedule, require any consent, notice or waiver under or result in any violation or breach or violation of or constitute a default (with or an event, which, with without notice or lapse of time or both, would become ) a default) default (or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationamendment, adverse amendment acceleration, prepayment or acceleration of, require notice cancellation or consent to a loss of any benefit to which Seller) under, or result in the creation triggering of a Lien (except a Permitted Lien) on any of the Purchased Assets payments pursuant to (A) any Contract to which the Company or any of its subsidiaries Seller is a party or by which the Company it or any of its subsidiaries properties or assets may be bound or (B) any Permit affecting, or relating in any way to, the assets or business of Seller or (iv) result in the creation or imposition of any Lien or other encumbrance (except for Permitted Liens) on any property or asset of Seller except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii), (iii) and (iiiiv) such triggering of payments, Liens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults which would either (xx) not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (yy) be removed or rendered unnecessary by the effect of the Sale Order at Closing. (b) The execution and delivery by Seller of this Agreement and the Transaction Documents do not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization of, or filing with or notification to, any Governmental Body, except for (i) applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for (ii) any filings required under the rules and regulations of the NASDAQ Stock Market (“NASDAQ”), to the extent applicable to Seller notwithstanding that it has been de-listed by NASDAQ, (iii) the filing of customary applications and notices, as applicable, with the FDA, the MHRA or EMEA, or pursuant to CLIA and (iv) any registration, filing or notification required pursuant to state securities or blue sky laws, and (v) where the failure to obtain such conflictconsents, violationapprovals, Lienauthorizations or permits, breach, default, loss, right, requirement of notice or consent to make such filings or other occurrence which notifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholders.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance Except as set forth in Section 4.5(a) of the Transaction Agreements Seller Disclosure Letter, the execution and delivery of this Agreement by the Company do Seller Parties does not, and the completion performance of this Agreement and the consummation of the sale of the Purchased Assets Sale and the other transactions contemplated Contemplated Transactions by the Transaction Agreements Seller Parties will not, assuming receipt of the Company Stockholder Approval, (i) conflict with or violate any provision of (A) the Company Charter or Company Bylaws, (B) the Partnership Agreement or (C) the Organizational Documents of any Seller or any Target Company’s amended and restated certificate of incorporation, as amended, or the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (ipermits described in Section 4.5(b) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (bSection 4.5(b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets any Seller Party or any Target Company or by which any property or asset of any Seller Party or any Target Company is bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or violation any loss of any benefit or material increase in any cost or obligation of any Seller Party or any Target Company under, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in give to others any right of termination, acceleration or cancellation (with or without notice or the loss lapse of a benefit to which the Company time or its subsidiaries are entitled with respect to the Purchased Assetsboth) of, or give rise to any right of terminationpurchase, cancellation, adverse amendment first offer or acceleration of, require notice or consent under, forced sale under or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets any Seller Party or any Target Company pursuant to any Contract note, bond, debt instrument, mortgage, indenture, contract, agreement, Ground Lease, Buyback Option, license, permit or any other legally binding obligation to which the Company any Seller Party or any of its subsidiaries Target Company is a party or by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundparty, except, in the case of as to clauses (ii) and (iii), respectively, for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect. (b) The executionExcept as set forth in Section 4.5(b) of the Seller Disclosure Letter, the execution and delivery of this Agreement by the Seller Parties does not, and the performance of the Transaction Agreements by the Company this Agreement and the completion consummation of the sale of the Purchased Assets Sale and the other transactions contemplated Contemplated Transactions by the Transaction Agreements by the Company do not Seller Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required the filing with the SEC of (A) the Proxy Statement, (B) a registration statement on Form S-4 pursuant to which the offer and sale of Attractions Purchaser Common Shares in the Sale will be registered pursuant to the Securities Act and in which the Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), and (C) such reports under, and other compliance with other applicable requirements ofwith, the Securities Exchange Act and the Securities Act as may be required in connection with this Agreement, the Sale and the other Contemplated Transactions, (ii) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (iii) such filings as may be required in connection with state and local transfer Taxes or the transfer of 1934liquor licenses, (iv) such filings as amended may be required to obtain land use permits in Canada, (the “Exchange Act”v) and such filings as may be required under the rules and regulations promulgated thereunderof the NYSE in connection with this Agreement, the Sale and the other Contemplated Transactions, and state securities, takeover and “blue sky” laws; (iivi) such filings or notifications as may be required under, and compliance with other applicable requirements of, by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) ), except, as to clause (including the filing of a “Notification and Report Form” by the Company under the HSR Actii); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) for any such Governmental Filings filings and approvals which, individually or in the failure of which to make or obtain aggregate, would not prevent or materially delay the consummation by the reasonably be expected to have a Target Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement and the other Transaction Agreements Documents by the Company or New Dxxx, as applicable, do not, and the completion consummation by the Company and New Dxxx of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby and thereby will not, (i) conflict with or violate the Company’s amended and restated certificate articles of incorporationincorporation or bylaws or equivalent organizational documents of the Company or any of its Subsidiaries or New Dxxx, as amended, applicable (as they may be amended or adopted pursuant to the Company’s amended and restated bylawsChapter 11 Plan, as amendedapplicable), (ii) assuming that all consents, approvals, authorizations subject to the entry of the Confirmation Order and Permits contemplated by clauses (i) through (v) the occurrence of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredthe Effective Date, conflict with or violate any Law domestic or foreign statute, rule, regulation or other legal requirement (“Law”) or order, judgment, injunction or decree (“Order”) applicable to the Purchased Assets Company or any of its Subsidiaries or New Dxxx or by which any property or asset of the Company or any of its Subsidiaries is (or New Dxxx will be) bound or affected or (iii) result in any breach subject to the entry of the Confirmation Order and the occurrence of the Effective Date and the implementation of the transactions contemplated by the Chapter 11 Plan and the application of bankruptcy Law, conflict with or violation of or constitute a default (or an event, which, with notice or lapse of time or both, would become a default) violate or result in the loss of a benefit to which breach or default under any contract, agreement or instrument binding upon the Company or any of its subsidiaries are entitled with respect Subsidiaries or New Dxxx, or result, except to the Purchased Assetsextent specified in the Chapter 11 Plan, give rise to any right of termination, cancellation, adverse amendment or in the acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any lien under, any indenture, mortgage, deed of the Purchased Assets pursuant to any Contract trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is (or New Dxxx will be) a party or by which the Company or any of its subsidiaries Subsidiaries is (with respect or New Dxxx will be) bound or to the Purchased Assets) or by which any Purchased Asset of the property or assets of the Company or any of its Subsidiaries is bound(or New Dxxx will be) subject, except, in the case of clauses (i) (as to Subsidiaries only), (ii) and (iii), for any such conflictconflicts, violationviolations, Lien, breach, default, loss, right, requirement of notice breaches or consent or other occurrence which would notdefaults that, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement and the other Transaction Documents by the Company or New Dxxx, delivery as applicable, does not, and the performance of this Agreement and the other Transaction Agreements Documents and the consummation by the Company and the completion New Dxxx of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not hereby and thereby will not, require any consent, approval, authorization or permit 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 FilingsEntity”), except for (i) filings required under, and compliance with other for (A) the applicable notification requirements of, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, if any, and the rules and regulations thereunder (the “HSR Act”), and any other comparable laws or regulations in any foreign jurisdiction relating to the sale or issuance of the Shares, (B) (including the filing of a “Notification and Report Form” filings contemplated by the Company under Registration Rights Agreements and (C) the HSR Act); (iii) filings entry of the Approval Order and the Confirmation Order and any other Bankruptcy Court Orders that may be required underin connection with the Chapter 11 Plan, and compliance with other applicable requirements of, (ii) where the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) failure to obtain any such Governmental Filings the failure of which consent, approval, authorization or permit, or to make any such filing or obtain notification, would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and individually or in the performance by the aggregate, have a Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement and performance of the Transaction Agreements Documents by the Company do does not, and the completion consummation and performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated Transaction Documents by the Transaction Agreements Company will not, (i) conflict with with, violate or violate breach the Company’s amended and restated certificate Certificate of incorporation, as amended, Incorporation or Bylaws or equivalent organizational documents of the Company’s amended and restated bylaws, as amendedCompany or any Company Subsidiary, (ii) assuming that all subject to obtaining or making the consents, approvals, authorizations orders, authorizations, registrations, declarations and Permits contemplated by clauses (i) through (vfilings listed in Section 4.5(a) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredthe Disclosure Schedule, conflict with or violate any Law U.S. or non-U.S. law, including any statute, ordinance, regulation, rule, code, executive order, injunction, judgment, rulings, writ, decree or other order of a Governmental Authority of competent jurisdiction (collectively, “Law”) applicable to the Purchased Assets 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) require a consent by any person under, contravene or conflict with or result in any violation, breach or violation of or constitute a default (or an event, event which, with notice or lapse of time or both, would become constitute a default) or result in the loss of a benefit to which the Company breach under, or its subsidiaries are entitled (except with respect to Company Stock Options and Company RSUs in connection with the Purchased Assets, give rise to treatment of such awards under Section 3.7 of this Agreement) result in any right of termination, cancellationamendment, adverse amendment acceleration, or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of property or asset owned by the Purchased Assets Company or any Company Subsidiary pursuant to the terms, conditions or provisions of, or result in the loss of a material benefit under any Contract Company Material Contract, Lease or material Permit, to which the Company or any of its subsidiaries Company Subsidiary is a party or under and by which the Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset Company Subsidiary is bound, except, in the case of with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences that, individually or in the aggregate, (x) would not reasonably be expected to have prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger and (y) has not had, and would not be reasonably expected to have, a Material Adverse Effect. (b) The execution, execution and delivery of this Agreement and performance of the Transaction Agreements Documents to which it is a party by the Company does not, and the completion performance of the sale of the Purchased Assets this Agreement and the other transactions contemplated by the Transaction Agreements Documents to which it is a party by the Company do not will not, require any consent, approval, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any Governmental FilingsAuthority of competent jurisdiction, except for (i) filings required underfor (v) the filing of the Schedule 14D-9 with the SEC, and compliance with other (w) applicable requirements ofrequirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities or “blue sky” laws; laws (ii“Blue Sky Laws”), (x) filings or notifications any required under, and compliance with other applicable requirements of, pre-merger notification under 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 any associated consents, approvals, authorizations, waiting period terminations, or permits, and (y) (including the filing of a “Notification and Report Form” an appropriate certificate of merger as required by the Company under the HSR Act); (iii) filings required underDGCL, and compliance with other (z) applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules rules of the Nasdaq Stock Market LLC (collectively, the “License Company Required Approvals”); ) and (vii) any such Governmental Filings where the failure of which to obtain such consents, approvals, waiting period expirations or terminations, authorizations or permits, or to make such filings or obtain notifications, individually or in the aggregate, (x) would not reasonably be expected to prevent or materially delay beyond the Outside Date the consummation by the Company of the transactions contemplated by, Offer or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution Merger and delivery by the Company of the Transaction Agreements do not(y) has not had, and the performance by the Company ofwould not be reasonably expected to have, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersa Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the each Transaction Agreements by the Company Document to which Purchaser is a party do not, and the completion consummation by Purchaser of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby and thereby will not, (i) conflict with or violate the Company’s amended and restated certificate articles of incorporation, as amended, bylaws or the Company’s amended and restated bylaws, as amendedother similar constituent documents of Purchaser or any of its Subsidiaries, (ii) assuming that all consentssubject to Purchaser making any filings, notifications or registrations and obtaining any approvals, consents or authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described identified in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expiredSection 3.3(b), conflict with or violate any Law or Order applicable to the Purchased Assets Purchaser or any of its Subsidiaries or by which any property or asset of Purchaser or any of its Subsidiaries is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) or under, result in the loss of a material benefit under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration, increased payments or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of the Purchased Assets pursuant to any Contract to which the Company Purchaser or any of its subsidiaries Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which the Company Purchaser or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset property or asset of Purchaser or any of its Subsidiaries is boundbound or affected, except, except in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breachdefaults, defaultevents, losslosses, rightrights, requirement of notice or consent payments, cancellations, encumbrances or other occurrence which occurrences that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) The execution, delivery and performance performances of the each Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of Document to which Purchaser is a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements party do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated byhereby and thereby by it will not, the Transaction Agreements will not require the vote any consent, approval, authorization or consent permit of, or filing with or notification to, any Governmental Entity, except for (A) applicable requirements, if any, of the Company’s stockholdersSecurities Act and the Exchange Act and (B) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do does not, and the completion subject to receipt of the sale filing and recordation of appropriate merger documents as required by the DGCL and of the Purchased Assets consents, approvals, authorizations or permits, filings and the notifications, expiration or termination of waiting periods after filings and other transactions actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Transaction Agreements Company Disclosure Schedule, including the Written Consent, have been made, obtained or given, the performance of this Agreement by the Company will not, not (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or bylaws or any equivalent organizational documents of the Company’s amended and restated bylaws, as amendedCompany or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and Permits contemplated by clauses (iother actions described in Section 4.05(b) through (v) of subsection (b) below have been obtained, obtained and all filings and notifications obligations described in such clauses of subsection (bSection 4.05(b) below have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets 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) result in any breach or violation of of, or constitute a default (or an event, event which, with notice or lapse of time or both, would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a other than any Permitted Lien) on any property or asset of the Purchased Assets Company or any Company Subsidiary pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of its subsidiaries (their property or assets is bound of affected, except, with respect to the Purchased Assets) or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any United States federal, state, county, municipal or other local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933 (the “Securities Act”), state securities or “blue sky” laws (“Blue Sky Laws”) and the consummation state takeover laws, and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) No class-vote requirements or dissenters’ rights, rights of appraisal or other similar rights under Section 2115 of the transactions contemplated by, the Transaction Agreements will not require the vote or consent Corporations Code of the Company’s stockholdersState of California apply in connection with the Transactions.

No Conflict; Required Filings and Consents. (a) The execution, delivery delivery, and performance by Purchaser of the Transaction Agreements by the Company do not, and the completion of the sale of the Purchased Assets this Agreement and the other agreements contemplated hereby and the consummation by Purchaser of the transactions contemplated by the Transaction Agreements will not, hereby and thereby do not (i) conflict with with, result in a breach of, or violate the Company’s amended and restated certificate Organizational Documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedPurchaser, (ii) assuming that all consents, approvals, authorizations authorizations, and Permits permits contemplated by clauses (iSection 5.3(b) through (v) of subsection (b) below have been obtained, and all filings actions, filings, and notifications described in such clauses of subsection (b) below clause have been taken or made and any waiting periods thereunder have terminated or expired(as applicable), conflict with with, result in a breach of, or violate any Law applicable to the Purchased Assets Purchaser or any Order to which Purchaser is a named party, or (iii) conflict with, result in any a breach or violation of of, or constitute a default (or an eventevent creating rights of acceleration of payment or termination, whichmodification, with notice or lapse of time cancellation, or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to rights under any Contract to which the Company or any of its subsidiaries Purchaser is a party or by which the Company Purchaser or any of its subsidiaries (with respect to the Purchased Assets) assets, rights, or by which any Purchased Asset is bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice properties are bound or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectaffected. (b) The execution, delivery delivery, and performance by Purchaser of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets this Agreement and the other agreements contemplated hereby and the consummation by Purchaser of the transactions contemplated by the Transaction Agreements by the Company hereby and thereby do not require any consent, approval, authorization, or permit of, action by, filing with, or notification to any Governmental FilingsEntity, except for any consent, approval, authorization, permit, action, filing, or notification required in connection with Antitrust Laws. (c) Neither Purchaser nor any of its Affiliates owns interests in any Person or is aware of any facts or circumstances (including any other transaction pending or under consideration by Purchaser or any of its Affiliates) that (i) filings required underwould reasonably be expected to prevent, and compliance with other applicable requirements ofimpair, the Securities Exchange Act of 1934delay, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay impede the consummation by the Company of the transactions contemplated byby this Agreement or (ii) could cause a Governmental Entity to seek to (A) prevent, impair, delay, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and impede the consummation by the Company of the transactions contemplated byhereby or (B) impose a condition or conditions that could, individually or in the Transaction Agreements will not require the vote or consent of the Company’s stockholdersaggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution, delivery and or performance of the Transaction Agreements by the Company do notof this Agreement, the Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the completion Company or any of its Subsidiaries at the Closing, nor the consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby or thereby do or will not, (with or without notice or lapse of time) (i) conflict with or violate the Company’s amended and restated certificate Articles or Certificate of incorporation, as amended, Incorporation or Bylaws or equivalent organizational documents of the Company’s amended and restated bylaws, as amendedCompany or any of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order in each case applicable to the Purchased Assets Company or any of its Subsidiaries or by which its or any of their respective properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, which, event that with notice or lapse of time or both, both would become a default) under, or result in impair the loss Company’s or any of a benefit its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right rights of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lienas defined herein) on any of the Purchased Assets properties or assets of the Company or any of its Subsidiaries pursuant to to, any note, bond, mortgage, indenture, Contract (as defined herein), permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or its or any of their respective properties or assets is bound or affected, except (with respect to A) as set forth in Section 2.6(a) of the Purchased AssetsCompany Disclosure Schedule or (B) or by which any Purchased Asset is bound, except, in the case of clauses clause (ii) and or (iii)) above, for any such conflictconflicts, violationbreaches, Lienviolations, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would occurrences that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Neither the execution, delivery and or performance of the Transaction Agreements by the Company of this Agreement, the Related Agreements to which it is a party or any instrument required by this Agreement to be executed and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements delivered by the Company do not or any of its Subsidiaries at the Closing nor the consummation of the transactions contemplated hereby or thereby, does or will require the Company or any of its Subsidiaries to, except as set forth in Section 2.6(b) of the Company Disclosure Schedule, obtain any Approval of any Person or Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental FilingsAuthority, (as defined herein), domestic or foreign, except for (iA) filings required under, and compliance with other applicable requirements ofof the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Foreign Competition Laws, (as defined herein), (B) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under Articles of Merger in accordance with the HSR Act); VSCA or (iiiC) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings where the failure of which to obtain such Approvals, or to make such filings or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated bynotifications, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do could not, and individually or in the performance by the Company ofaggregate, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersreasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of the Transaction Agreements by the Company do not, of this Agreement and the completion consummation of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements hereby do not and will not, : (i) conflict with or violate the Company’s amended and restated certificate of incorporation, as amended, incorporation or bylaws (or equivalent organizational documents) of any of the Company’s amended and restated bylaws, as amended, Transferred Companies; (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate in any material respect any Permit of any of the Transferred Companies or any Law applicable to any of the Purchased Assets Transferred Companies or by which any property or asset of any of the Transferred Companies is bound; or (iii) result in any breach or violation of or of, constitute a default (or an event, whichevent that, with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assetsunder, give rise to others any 13 right of termination, cancellationamendment, adverse amendment modification, acceleration or acceleration cancellation of, require notice or consent otherwise adversely affect any rights of any of the Transferred Companies under, or result in the creation of a Lien (except a Permitted Lien) any Encumbrance on any property, asset or right of any of the Purchased Assets Transferred Companies pursuant to any Contract to which the Company or any of its subsidiaries the Transferred Companies is a party or by which any of the Company Transferred Companies or any of its subsidiaries (with respect their respective properties, assets or rights are bound that is material to the Purchased Assets) or by which any Purchased Asset is boundbusiness of the Transferred Companies, except, in the case of clauses (ii) and (iii), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have taken as a Material Adverse Effectwhole. (b) The None of the Transferred Companies is required to file, seek or obtain any notice, authorization, approval, order or consent of or with any United States Governmental Entity in connection with the execution, delivery and performance of this Agreement or the Transaction Agreements by the Company and the completion consummation of the sale of the Purchased Assets Share Purchase and the other transactions contemplated by hereby or in order to prevent the Transaction Agreements by the Company do not require termination of any Governmental FilingsPermit, except for (i) any filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the “HSR Act”). (c) (including None of the filing Transferred Companies has adopted a stockholders’ rights agreement or any similar plan or agreement that limits or impairs the ability of a “Notification and Report Form” by Buyer to purchase, or become the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements direct or indirect beneficial owner of, Common Stock or any other equity or debt securities of such Transferred Company. (d) The per share consideration to be paid to the New York Stock Exchange; (iv) Minority Shareholders in connection with the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements Merger will not require the vote or consent of be based on the Company’s stockholdersestimate of the per share consideration that will be paid to the Sellers under this Agreement, with the intention that such Minority Shareholder per share consideration will be approximately equal to the per share consideration that will be paid to the Sellers. Shareholder records for the Company have been kept in the ordinary course of business, and since November 2008 have been maintained by Registrar & Transfer Company, the transfer agent for the Company.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company, and subject to the approval of this Agreement by the Company Required Vote, the consummation of the sale of the Purchased Assets Merger, and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Articles of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, approvals and authorizations and Permits contemplated by clauses subsections (i) through (viv) of subsection (bSection 4.5(b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below therein have been made and any waiting periods thereunder have terminated or expiredmade, conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both) any right of termination, would become a defaultamendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellation, adverse amendment or acceleration of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on any of the Purchased Assets pursuant to any Contract benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with respect to notice or lapse of time or both) in the Purchased Assets) creation of an Encumbrance on any property or by which any Purchased Asset is boundasset of the Company or its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii), iv) above for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which occurrences that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsEntity, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements ofthe Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and securities laws or “blue sky” laws; , (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); , (iii) filings filing of the Articles of Merger, as required underby the FBCA, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of such other consents, approvals, authorizations, permits, filings and notifications that would not reasonably be expected to prevent or delay the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make from performing its obligations hereunder or obtain would not prevent or materially delay the consummation by the have a Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement, delivery and performance all of the Transaction Agreements other agreements with respect to the Transactions in relation to which each of TRC and ESCT is contemplated as a party under this Agreement, by the Company each of TRC and ESCT do not, and the completion performance of this Agreement, and all of the sale other agreements with respect to the Transactions in relation to which each of TRC and ESCT is contemplated as a party under this Agreement, by each of TRC and ESCT will not (in each case, with or without the Purchased Assets and the other transactions contemplated by the Transaction Agreements will notgiving of notice or lapse of time, or both), (i) conflict with or violate the Company’s amended and restated certificate articles of incorporation, as amended, incorporation of ESCT or the Company’s amended and restated bylaws, as amendedany of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets ESCT or any of its Subsidiaries or by which any property or asset of ESCT or any of its Subsidiaries is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationunilateral amendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) or other encumbrance on any property or asset of the Purchased Assets pursuant to any Contract to which the Company ESCT or any of its subsidiaries Subsidiaries, or require the consent of any third party pursuant to, any note, bond, mortgage, indenture, Contract, permit, franchise or other instrument or obligation to which ESCT or any of its Subsidiaries is a party or by which the Company ESCT or any of its subsidiaries (with respect to the Purchased Assets) Subsidiaries or by which any Purchased Asset property or asset of ESCT or any of its Subsidiaries is boundbound or affected, exceptexcept for such conflicts, in the case of clauses (ii) and (iii)violations, for any such conflictbreaches, violation, Lien, breach, default, loss, right, requirement of notice or consent defaults or other occurrence occurrences, which would not, individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse EffectEffect on ESCT or any of its Subsidiaries. (b) The execution, delivery and performance of the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by the Transaction Agreements by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required under, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of this Agreement and all of the Transaction Agreements other agreements with respect to the Transactions in relation to which each of TRC and ESCT is contemplated as a party under this Agreement, by each of TRC and ESCT do not, and the performance of this Agreement and all of the other agreements with respect to the Transactions in relation to which each of TRC and ESCT is contemplated as a party under this Agreement, by the Company each of TRC and ESCT will not, require any consent, approval, Authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except where the failure to obtain any such consents, approvals, Authorizations or permits, or to make such filings or notifications would not have a Material Adverse Effect on ESCT and the would not prevent consummation by the Company of the transactions contemplated byMerger, the Transaction Agreements will not require the vote or consent otherwise prevent ESCT from performing its obligations under this Agreement or any of the Company’s stockholdersother agreements with respect to the Transactions in relation to which it is contemplated as a party under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance 1 a. None of the Transaction Agreements execution of this deed [or any agreement in respect of transactions substantially related to this deed], the consummation by the Company do not, and the completion Buyer of the sale acquisition of the Purchased Assets and First Tranche Subject Shares [or any substantially related transactions], or the other performance by Buyer of its obligations hereunder [or under any agreement in respect of transactions contemplated by the Transaction Agreements substantially related to this deed] will not, (i) conflict with or violate the Company’s amended and restated certificate organizational documents of incorporation, as amended, or the Company’s amended and restated bylaws, as amendedBuyer, (ii) assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and Permits contemplated by clauses (ispecified in Article 6.3(b) through (v) of subsection (b) below hereof have been obtainedobtained or made, and all filings and notifications described in any condition precedent to such clauses of subsection (b) below have consent, approval, authorization, or waiver has been made and any waiting periods thereunder have terminated or expiredsatisfied, conflict with or violate any Law applicable to the Purchased Assets Buyer or by which any property or asset of Buyer is bound or affected or (iii) result in any breach or violation of of, or constitute a default (or an event, which, event which with notice or lapse of time or both, both would become a default) under, relieve a Person from an obligation under or result in the loss of a benefit give to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to others any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require notice or consent under, or result in the creation of a Lien (except a Permitted Lien) on upon any of the Purchased Assets properties or assets of Buyer pursuant to any Contract to which the Company or (A) any of its subsidiaries is a party the Core Petrodelta Documents or by which the (B) any other Acquired Company or any of its subsidiaries (with respect to the Purchased Assets) or by which any Purchased Asset is boundMaterial Contract, exceptother than, in the case of clauses (ii) and (iiiiii)(B), for any such conflict, violation, Lien, breach, default, lossright of termination, rightamendment, requirement of notice acceleration, cancellation or consent or other occurrence which Lien that would notnot be reasonably be expected to, individually or in the aggregate, reasonably be expected materially and adversely impair the ability of Buyer to have a Material Adverse Effect. (b) The execution, delivery and performance of consummate the Transaction Agreements by the Company and the completion of the sale of the Purchased Assets and the other transactions contemplated by this deed. b. None of the Transaction Agreements execution of this deed [or any agreement in respect of transactions substantially related to this deed], the consummation by Buyer of the Company do not transactions contemplated by this deed [or any substantially related transactions], or Buyer’s performance of its obligations hereunder [or under any agreement in respect of transactions substantially related to this deed] will require any 1 Bracketed text to be included if Buyer acquiring First Tranche Subject Shares in connection with consummation of a Superior Proposal. consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental FilingsAuthority, except for (i) filings required under, and compliance the filing with other applicable requirements of, the Securities SEC of such reports under the Exchange Act of 1934, as amended (the “Exchange Act”) may be required in connection with this deed and the rules and regulations promulgated thereundertransactions contemplated by this deed, and state securities, takeover and “blue sky” laws; (ii) any filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); rules of NYSE and (iii) such other consents, approvals, authorizations or permits, filings required underor notifications, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(b) of the Company Disclosure Schedules (collectively, the “License Approvals”); and (v) any such Governmental Filings the failure of which to have, make or obtain obtain, as applicable, would not prevent be reasonably be expected to, individually or in the aggregate, materially delay and adversely impair the consummation by the Company ability of Buyer to consummate the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholdersthis deed.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of the Transaction Agreements this Agreement by the Company do not, and the completion performance of this Agreement by the Company and the consummation of the sale Merger (subject to the adoption of this Agreement by the Purchased Assets Company Stockholder Vote) and the other transactions contemplated by the Transaction Agreements this Agreement will not, (i) conflict with or violate any provision of the Company’s amended and restated certificate Company Certificate of incorporation, as amendedIncorporation or Company Bylaws, or the equivalent charter documents of any Subsidiary of the Company’s amended and restated bylaws, as amended, (ii) assuming that all consents, approvals, authorizations and Permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Purchased Assets Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (other than the Required Statutory Approvals), or (iii) result in any a breach or violation of or constitute a default (or an eventevent that with notice or lapse of time or both would become a default) under, which, give to others (immediately or with notice or lapse of time or both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, give rise to any right of termination, cancellationamendment, adverse amendment acceleration or acceleration cancellation of, require result (immediately or with notice or consent underlapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien (except a Permitted Lien) an Encumbrance on any property or asset of the Purchased Assets Company or its Subsidiaries pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries (with respect to Subsidiaries, or any property or asset of the Purchased Assets) Company or by which any Purchased Asset of its Subsidiaries, is boundbound or affected, except, except in the case of clauses (ii) and (iii), ) above for any such conflictconflicts, violationviolations, Lienbreaches, breach, default, loss, right, requirement of notice or consent defaults or other occurrence which would notoccurrences, individually or in the aggregate, that would not be reasonably be expected likely to have a Company Material Adverse Effect. (b) The executionexecution and delivery of this Agreement by the Company do not, delivery and the performance of the Transaction Agreements this Agreement by the Company and the completion consummation of the sale of the Purchased Assets Merger and the other transactions contemplated by the Transaction Agreements by the Company do not this Agreement will not, require any action, consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental FilingsEntity, except for applicable requirements, if any, of (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws; (ii) filings or notifications required underthe Exchange Act, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a “Notification and Report Form” by the Company under the HSR Act); (iii) filings required underany Antitrust Law, and compliance with other applicable requirements of, the New York Stock Exchange; (iv) the Governmental Filings described in Section 3.3(bExon-Xxxxxx Amendment to the Defense Production Act of 1950 (“Exon-Xxxxxx”), (v) the filing and recordation of the Company Disclosure Schedules Certificate of Merger, as required by the DGCL and (vi) such other items required solely by reason of the participation of Parent (as opposed to any United States domiciled entity) in the transactions contemplated hereby (collectively, the “License Required Statutory Approvals”); and (v) any such Governmental Filings the failure of which to make or obtain would not prevent or materially delay the consummation by the Company of the transactions contemplated by, or the performance by the Company of any of its material obligations under, the Transaction Agreements. The execution and delivery by the Company of the Transaction Agreements do not, and the performance by the Company of, and the consummation by the Company of the transactions contemplated by, the Transaction Agreements will not require the vote or consent of the Company’s stockholders.