Common use of No Conflict; Required Filings Clause in Contracts

No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of CharterMac or Purchasers, (ii) conflict with or violate any Law or Order applicable to CharterMac or Purchasers, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of CharterMac or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' properties or assets are bound or affected, except in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMac. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMac.

No Conflict; Required Filings. and --------------------------------- Consents. (a) Assuming compliance the satisfaction of the conditions -------- set forth in Article VI hereof, the execution and delivery of this Agreement by the Sellers and ARCap with the notification requirements of the HSR Act, if applicableCompany do not, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the execution, delivery and performance of this Agreement and (including, without limitation, the consummation of the transactions contemplated hereby do not hereunder and the conversion or redemption, if any, of the Preferred Stock) will not (with or without notice or lapse of timenot, or both) (i) violate, conflict with or result in violate the breach Charter of any provision of the certificate of incorporation Incorporation or formation, limited liability company agreement, byBy-laws, regulations or other organizational or governing documents of CharterMac or PurchasersLaws, (ii) conflict with or violate the charters of incorporation or by-laws or equivalent organizational documents of any Law of the Company's Subsidiaries, (iii) conflict with or Order violate any law, rule, regulation, order, judgment or decree applicable to CharterMac the Company or Purchasersany of its Subsidiaries or by which its or any of their respective properties are bound or affected, or (iiiiv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) a lien or encumbrance on any of the properties or assets of CharterMac the Company or Purchasers any of its Subsidiaries pursuant to any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, insurance policy or other instrument or obligation to which CharterMac the Company or Purchasers any of its Subsidiaries is a 51 party party, or by which the Company or any of CharterMac's its Subsidiaries or Purchasers' its or any of their respective properties or assets are bound or affected, except in each the case of clauses (ii), (iii) and (iv) above for such violationsconflicts which would not, conflictstaken as a whole, breaches and creations which could not reasonably be expected to result in have a Material Adverse Effect on CharterMacEffect. (b) Assuming compliance The execution and delivery of this Agreement by the Sellers Company do not, and ARCap with the notification requirements of the HSR Act, if applicable, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this Agreement or by the Company (including, without limitation, the consummation of the transactions contemplated herebyhereunder and the conversion or redemption, if any, of the Preferred Stock) will not, require any consent, approval, authorization or permit of, or filing (other than those thatfilings, if not made any, required on Form 8-K with the SEC) with or obtainednotification to, individually any governmental or in regulatory authority, domestic or foreign, on the aggregate, would not materially hinder part of the Company or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMacany of its Subsidiaries.

No Conflict; Required Filings. and Consents (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining satisfaction of all filings, notifications, consents, approvals, authorizations and other actions applicable requirements referred to in Section 6.3 (b4.3(b) of this Agreementbelow, the execution, execution and delivery and performance of this Agreement by Parent and Purchaser, the compliance by Parent and Purchaser with the provisions hereof and the consummation by Parent and Purchaser of the transactions contemplated hereby will not conflict with or violate (i) any statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or ruling applicable to Parent and Purchaser or any of their properties, other than such conflicts or violations which individually or in the aggregate do not and will not (with have a material adverse effect on the business, properties, assets, results of operations or without notice or lapse financial condition of timeParent and Purchaser, taken as a whole, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of CharterMac or Purchasers, (ii) conflict with or violate any Law the Articles of Incorporation or Order applicable to CharterMac Bylaws of Parent and the Certificate of Incorporation or Purchasers, or (iii) result in the creation Bylaws of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of CharterMac or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' properties or assets are bound or affected, except in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMacPurchaser. (b) Assuming Other than in connection with or in compliance by the Sellers and ARCap with the notification requirements provisions of the DGCL, the Exchange Act, the "takeover" or "blue sky" laws of various states and the HSR Act, if applicable(i) neither Parent nor Purchaser is required to submit any notice, no material consent ofreport, or registration, declaration, notice declaration or other filing with, with any Governmental Authority Entity in connection, with the execution or delivery of this Agreement by Parent and Purchaser or the performance by Parent and Purchaser of their obligations hereunder or the consummation by Parent and Purchaser of the transactions contemplated by this Agreement and (ii) no waiver, consent, approval, order or authorization of any Governmental Entity is required to be obtained or made by CharterMac or Purchasers Parent and Purchaser in connection with the execution, execution or delivery and performance of this Agreement by Parent and Purchaser or the performance by Parent and Purchaser of their obligations hereunder or the consummation by Parent and Purchaser of the transactions contemplated hereby, other than those that, if not made or obtained, individually or by this Agreement. None of the information supplied by Parent and Purchaser for inclusion in the aggregateProxy Statement shall, would at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made, not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMacmisleading.

No Conflict; Required Filings. (a) Assuming compliance No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Scient’x Groupe in connection with the execution and delivery of this Agreement or the consummation of the Issuer Transactions or the other transactions contemplated hereby, except for (i) such filings, notifications and authorizations as may be required by the Sellers French Ministry of Economy and ARCap Finance or similar Luxembourg Governmental Authority, (ii) compliance with the notification HSR Act and the requirements of the HSR ActAntitrust Laws of any applicable jurisdiction worldwide, if applicable(iii) the filing of tax registration forms (formulaires CERFA) for the sole purposes of registering the transfer of the Acquired Groupe Shares with the French tax authorities, and the making and obtaining of all filings, notifications, (iv) such consents, approvals, authorizations and other actions referred orders or authorizations, or registrations, declarations or filings which, if not obtained or made, could not reasonably be expected to in Section 6.3 impair the ability of the Parties to consummate the Issuer Transactions on a timely basis. (b) of this Agreement, the execution, The execution and delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby do not and will not not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under: (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other Scient’x Groupe’s organizational or governing documents of CharterMac or Purchasers, documents; (ii) conflict with or violate subject to the governmental filings and other matters referred to in paragraph (a) above, any (A) Law or Order (B) judgment, decree or order, in each case applicable to CharterMac or PurchasersScient’x Groupe, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of CharterMac or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' Scient’x Groupe’s properties or assets are may be bound or affected; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which Scient’x Groupe is a party or by which Scient’x Groupe’s properties may be bound or affected, except except, in each the case of clauses (ii) or (iii) above, for any such conflicts, violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMac. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Actdefaults or other occurrences, if applicableany, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than those that, if not made or obtainedthat could not, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result impair the ability of the Parties to consummate the Issuer Transactions on a timely basis, and except in a Material Adverse Effect on CharterMacthe case of clause (iii) above, for any such conflicts, violations, defaults or other occurrences arising under, in connection with or resulting from the Scient’x Credit Facility.

No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the The execution, delivery and performance by each Purchaser of this Agreement and the consummation by each Purchaser of the transactions contemplated hereby by this Agreement do not and will not (i) contravene or conflict with the charter or governing documents of each Purchaser, (ii) assuming compliance with the matters referenced in Section 4.3(b), contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to each Purchaser or any of its Affiliates or any of their respective properties or assets or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) (i) violateunder, conflict with or result in the breach give rise to a right of termination, cancellation or acceleration of any provision material obligation or to the loss of the certificate a material benefit under any loan, guarantee of incorporation indebtedness or formation, limited liability company credit agreement, by-lawsnote, regulations bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or other organizational license binding upon each Purchaser or governing documents any of CharterMac its Affiliates or Purchasers, (ii) conflict with or violate any Law or Order applicable to CharterMac or Purchasers, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities lawsPermitted Encumbrances) on upon any of the properties or assets of CharterMac each Purchaser or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's its Affiliates, other than, in the case of clauses (ii) and (iii), any such contravention, conflict, violation, default, termination, cancellation, acceleration, loss or Purchasers' properties Encumbrance that would not have, individually or assets are bound or affectedin the aggregate, except in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Purchaser Material Adverse Effect on CharterMacEffect. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no No material consent of, or registration, declaration, notice or filing with, any Person (including any Governmental Authority Authority) is required to be obtained or made by CharterMac each Purchaser or Purchasers any of its Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the FCC Approvals, (ii) the State PUC Approvals, (iii) the Non-U.S. Telecommunications Approvals, (iv) if applicable, a joint filing with and clearance by CFIUS pursuant to the Defense Production Act, (v) if applicable, compliance with the Competition Act for purposes of obtaining the Competition Act Approval, (vi) if applicable, compliance with the ICA for purposes of obtaining the ICA Clearances, (vii) if applicable, compliance with the HSR Act and (viii) those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Purchaser Material Adverse Effect on CharterMacEffect. (c) To the Knowledge of each Purchaser, each Purchaser is legally, financially, and otherwise qualified to acquire control of the Permits that are issued by the FCC, any State PUCs, or Non-U.S. Telecommunications Agency, or any other Governmental Authority under applicable Law, including the Communications Act, rules, regulations and policies of the FCC, state Law applicable to providers of telecommunications services, rules regulations and policies of the State PUCs, non-U.S. laws applicable to providers of telecommunications services, and rules, regulations and policies of Non-U.S. Telecommunications Agencies (collectively, the “Communications Laws”). To the Knowledge of each Purchaser, there are no facts that would under existing Communications Laws disqualify each Purchaser as transferee of the Permits. There are no pending matters, or to the Knowledge of each Purchaser, threatened matters, related to each Purchaser or its qualifications that would reasonably be expected to result in a denial or delay in obtaining FCC Approvals, State PUC Approvals and/or the Non-U.S. Telecommunications Approvals for the acquisition of control of the Permits.

No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement6.1(b), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do any Transaction Document by Purchaser does not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of CharterMac or PurchasersPurchaser, (ii) contravene, conflict with or violate any Law or Order applicable to CharterMac Purchaser in any material respect, (iii) conflict in any material respect with or Purchasersviolate or breach in any material respect any provision of, or give any third party the right to declare a default or exercise a remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Contract of Purchaser, (iiiiv) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities lawsLaws) on any of the properties or assets of CharterMac or Purchasers Purchaser pursuant to any Contract to which CharterMac or Purchasers Purchaser is a 51 party or by which any of CharterMac's or Purchasers' Purchaser’s properties or assets are or purported to be bound or affected, (v) entitle any Person to any right or privilege to which such Person was not entitled immediately before this Agreement or any Transaction Document was executed, or (vi) create any obligation on the part of Purchaser that it was not obligated to perform immediately before this Agreement or any Transaction Document was executed, except in each the case of clauses (ii) through (vi) above, for such violationscontraventions, conflicts, breaches violations, breaches, defaults, exercises, accelerations, cancellations, terminations, modification and creations which could would not reasonably be expected to result in a Material Adverse Effect on CharterMacPurchaser. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no material No consent of, or registration, declaration, notice or filing with, any Governmental Authority or third party is required to be obtained or made by CharterMac or Purchasers Purchaser in connection with the execution, delivery and performance of this Agreement Agreement, any Transaction Document or the consummation of Contemplated Transactions which have not been obtained prior to the transactions contemplated herebyClosing, other than (i) those set forth in Section 6.1(b) of the Disclosure Schedules and (ii) those that, if not made or obtainedobtained would not, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMacPurchaser.

No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby by this Agreement do not and will not (i) contravene or conflict with the constitution of the Purchaser, (ii) assuming compliance with the matters referenced in Section 4.3(b), contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Purchaser or any of its Affiliates or any of their respective properties or assets or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) (i) violateunder, conflict with or result in the breach give rise to a right of termination, cancellation or acceleration of any provision material obligation or to the loss of the certificate a material benefit under any loan, guarantee of incorporation indebtedness or formation, limited liability company credit agreement, by-lawsnote, regulations bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or other organizational license binding upon the Purchaser or governing documents any of CharterMac its Affiliates or Purchasers, (ii) conflict with or violate any Law or Order applicable to CharterMac or Purchasers, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities lawsPermitted Encumbrances) on upon any of the properties or assets of CharterMac the Purchaser or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's its Affiliates, other than, in the case of clauses (ii) and (iii), any such contravention, conflict, violation, default, termination, cancellation, acceleration, loss or Purchasers' properties Encumbrance that would not have, individually or assets are bound or affectedin the aggregate, except in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Purchaser Material Adverse Effect on CharterMacEffect. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no No material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac the Purchaser or Purchasers any of its Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) if applicable, compliance with, filings under and formal clearance of the transactions contemplated by this Agreement by the ACCC for the purposes of Part IV of the CC Act, (ii) if applicable, filings with and approval from the FIRB for the purposes of the FAT Act, (iii) confirmations to the ACMA that the Purchaser and all directors and officers of the Purchaser are not disqualified entities or disqualified persons for the purposes of the Telecom Act and (iv) those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Purchaser Material Adverse Effect on CharterMacEffect.

No Conflict; Required Filings. (a) Assuming compliance No consent, approval, order or authorization of, or registration, declaration or filing with, any government, governmental, statutory, regulatory or administrative authority, agency, body or commission or any court, tribunal or judicial body, constituted anywhere in the world, whether it be national, federal, provincial, state, local or municipal (each, a “Governmental Authority”) is required by or with respect to Scient’x or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Issuer Transactions or the other transactions contemplated hereby, except for (i) such filings, notifications and authorizations as may be required by the Sellers French Ministry of Economy and ARCap Finance or similar Luxembourg Governmental Authority, (ii) compliance with the notification HSR Act and the requirements of the HSR ActAntitrust Laws of any applicable jurisdiction worldwide, if applicable(iii) the filing of tax registration forms (formulaires CERFA) for the sole purposes of registering the transfer of the Acquired Scient’x Shares with the French tax authorities, and the making and obtaining of all filings, notifications, (iv) such consents, approvals, authorizations and other actions referred orders or authorizations, or registrations, declarations or filings which, if not obtained or made, could not reasonably be expected to in Section 6.3 impair the ability of the Parties to consummate the Issuer Transactions on a timely basis. (b) of this Agreement, the execution, The execution and delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby do not and will not not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under: (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other Scient’x’s organizational or governing documents of CharterMac or Purchasers, documents; (ii) conflict with or violate subject to the governmental filings and other matters referred to in paragraph (a) above, any (A) Law or Order (B) judgment, decree or order, in each case applicable to CharterMac or PurchasersScient’x, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of CharterMac or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' Scient’x’s properties or assets are may be bound or affected; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which Scient’x is a party or by which Scient’x’s properties may be bound or affected, except except, in each the case of clauses (ii) or (iii) above, for any such conflicts, violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMac. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Actdefaults or other occurrences, if applicableany, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than those that, if not made or obtainedthat could not, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in impair the ability of the Parties to consummate the Issuer Transactions on a Material Adverse Effect on CharterMactimely basis.

No Conflict; Required Filings. (a) Assuming compliance by Except as set forth on Schedule 2.05, neither the Sellers execution and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the execution, delivery and performance ------------- of this Agreement and the other documents and instruments contemplated hereby, the consummation of the transactions contemplated hereby do not or thereby, nor the performance of this Agreement and such other agreements in compliance with the terms and conditions hereof and thereof will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the any breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations bylaws or other organizational or governing documents of CharterMac Aqua or PurchasersRedwood Park or any judgment, decree, order, statute or regulation applicable to Aqua or Redwood Park, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, (iii) violate, conflict with or result in a breach, default or termination or give rise to any right of termination, cancellation or acceleration of the maturity of any payment date of any of the obligations of Aqua or Redwood Park or increase or otherwise affect the obligations of Aqua or Redwood Park under any law, rule, regulation or any judgment, decree, order, governmental permit, license or order or any of the terms, conditions or provisions of any mortgage, indenture, note, license, lease, agreement, permit, franchise or other instrument or obligation related to Aqua or Redwood Park, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to Connectiv, (iv) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to CharterMac Aqua or PurchasersRedwood Park, or (iiiv) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties claim upon Aqua or assets of CharterMac or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' properties or assets are bound or affectedRedwood Park, except in each the case of clauses (ii) through (v) above for any such violationsconflicts or violations that could not, conflictsindividually, breaches and creations which could not or in the aggregate, reasonably be expected to result in have a Material Adverse Effect on CharterMac. (b) Assuming compliance Effect. The execution and delivery by the Sellers NCP and ARCap with the notification requirements CTC of the HSR Act, if applicable, no material consent of, this Agreement or registration, declaration, notice or filing with, any Governmental Authority is instrument required by this Agreement to be obtained executed and delivered by NCP, CTC, Aqua or made by CharterMac or Purchasers in connection with Redwood Park at Closing do not, and the execution, delivery and performance of this Agreement and any instrument required by this Agreement to be executed and delivered by NCP, CTC, Aqua or Redwood Park at Closing, shall not, require NCP, CTC, Aqua or Redwood Park to, except as set forth in Schedule 2.05, obtain any approval, consent or waiver of ------------- any person, entity or governmental authority or observe any waiting period imposed by, or make any filing with or notification to, any governmental authority, domestic or foreign, except where the consummation of the transactions contemplated herebyfailure to obtain such approvals, other than those thator to make such filings or notifications, if not made or obtainedwould not, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in have a Material Adverse Effect on CharterMacEffect.

No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 5.1 (b) of this Agreement), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do any Transaction Document does not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of CharterMac or PurchasersPurchaser, (ii) contravene, conflict with or violate any Law or Order applicable to CharterMac Purchaser in any material respect, (iii) conflict in any material respect with or Purchasersviolate or breach in any material respect any provision of, or give any third party the right to declare a default or exercise a remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Contract of Purchaser which would result in a Material Adverse Effect on Purchaser, (iiiiv) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of CharterMac or Purchasers Purchaser pursuant to any Contract to which CharterMac or Purchasers Purchaser is a 51 party or by which any of CharterMac's or Purchasers' Purchaser’s properties or assets are or purported to be bound or affected, (v) entitle any Person to any right or privilege to which such Person was not entitled immediately before this Agreement or any Transaction Document was executed, or (vi) create any obligation on the part of Purchaser that it was not obligated to perform immediately before this Agreement or any Transaction Document was executed, except in each the case of clauses (iii) through (vi) above, for such violationscontraventions, conflicts, breaches violations, breaches, defaults, exercises, accelerations, cancellations, terminations, modification and creations which could would not reasonably be expected to result in a Material Adverse Effect on CharterMacPurchaser. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no material No consent of, or registration, declaration, notice or filing with, any Governmental Authority or third party is required to be obtained or made by CharterMac or Purchasers Purchaser in connection with the execution, delivery and performance of this Agreement Agreement, any Transaction Document or the consummation of Contemplated Transactions which have not been obtained prior to the transactions contemplated herebyClosing, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMacPurchaser.

No Conflict; Required Filings. (a) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the The execution, delivery and performance by each of the Acquiror and the Merger Subs of this Agreement and each of the Ancillary Agreements to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (with or without notice or lapse of time, or both) not: (i) violate, conflict with or result in the breach of any provision of violate the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations bylaws of the Acquiror or other organizational certificates of formation or governing documents operating agreements of CharterMac or Purchasers, the Merger Subs; (ii) conflict with or violate any Law or Order applicable to CharterMac the Acquiror or Purchasers, or the Merger Subs; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under or termination, acceleration or cancellation of, any note, bond, mortgage, indenture, agreement, lease, license, Permit, franchise, instrument, obligation or other Contract to which the creation Acquiror or the Merger Subs are a party; except in the case of clauses (ii) and (iii) for any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on such conflicts, violations, breaches, defaults, terminations, accelerations or cancellations that do not, individually or in the aggregate, materially impair the ability of the Acquiror or the Merger Subs to consummate, or prevent or materially delay, the Merger or any of the properties other transactions contemplated by this Agreement or assets of CharterMac the Ancillary Agreements or Purchasers pursuant to any Contract to which CharterMac or Purchasers is a 51 party or by which any of CharterMac's or Purchasers' properties or assets are bound or affected, except in each case for such violations, conflicts, breaches and creations which could not would reasonably be expected to result in a Material Adverse Effect on CharterMacdo so. (b) Assuming compliance by Neither the Sellers and ARCap Acquiror nor the Merger Subs are required to file, seek or obtain any notice, authorization, approval, order, Permit or consent of or with the notification requirements of the HSR Act, if applicable, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance by the Acquiror and the Merger Subs of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the transactions contemplated herebyhereby or thereby, other than those that, if not made except for (i) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware and (ii) such filings as may be required by any applicable federal or obtained, individually state securities or in the aggregate, would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a Material Adverse Effect on CharterMac“blue sky” laws.

No Conflict; Required Filings. (a) Assuming compliance Except as set forth on Schedule 4.3(a), the execution and delivery by the Sellers NAP and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) each Seller of this Agreement, and the executionAncillary Agreements to which NAP or any Seller is a party, delivery does not, and the performance by NAP and each Seller, as the case may be, of its obligations under this Agreement and the consummation of the transactions contemplated hereby do not and such Ancillary Agreements will not (with or without notice or lapse of timenot, or both) (i) violate, conflict with or result in the breach of contravene any provision of the NAP’s or any Seller’s certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of CharterMac or Purchasersrespectively, (ii) conflict with with, violate or violate any Law or Order applicable to CharterMac or Purchasers, or (iii) result in a breach of or constitute a default (or an event which might, with the creation passage of any Encumbrance (other than restrictions on transfer time or the giving of notice or both, constitute a default) under applicable state and federal securities laws) on any of the properties terms, conditions or assets provisions of CharterMac or Purchasers pursuant to any material Contract to which CharterMac NAP or Purchasers any Seller is a 51 party or by which any of CharterMac's or Purchasers' properties or assets are bound or affectedparty, except in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMac. (b) Assuming compliance by the Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or as would not reasonably be expected to result have a Material Adverse Effect, (iii) violate any statute, rule or regulation or any order, writ, injunction, decree, judgment or ruling of any Governmental Entity, in each case, to which NAP or any Seller is subject, except as would not reasonably be expected to have a Material Adverse Effect on CharterMacor (iv) violate or give rise to any termination or cancellation of any Permits, consents or approvals required for Seller to own, lease and operate its properties or to conduct its Business as presently conducted by it, except as would not reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery by NAP and each Seller of this Agreement, and the Ancillary Agreements to which NAP or any Seller is a party, does not, and the performance by NAP and each Seller, as the case may be, of its obligations under this Agreement and such Ancillary Agreements will not, require any consent, approval, authorization or Permit of, or filing with or notification to, any Governmental Entity, except as may be required under the HSR Act.