Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (i) The execution and delivery by Parent of this Agreement do not, and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (A) the Charter, the Bylaws or the comparable organizational documents of any Parent Subsidiary, (B) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (C) subject to the filings and other matters referred to in paragraph (3)(ii) below, any Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (B) and (C) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of Parent to comply with the terms of this Agreement.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Parent Charter, the Bylaws Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, under any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 5.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, except in the case of clauses (Bii) and (Ciii) above, any for such items matters that would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this Agreementand its subsidiaries, taken as a whole (a “Parent Material Adverse Effect”).

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Charter, the Bylaws Parent Charter or the comparable Parent By-laws or organizational documents of any Parent SubsidiarySubsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any of the Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai) the Chartercharter, the Bylaws by-laws or the comparable other organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that that, individually and in the aggregate, have not had and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Merger Sub of this Agreement do does not, and compliance the consummation of the Merger, the issuance of shares of Parent Common Stock in connection with the terms hereof Merger and the other transactions contemplated hereby will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai)(A) the Charter, the Bylaws Parent Charter Documents or (B) the comparable charter or organizational documents of any Parent SubsidiarySubsidiary of Parent, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.5(b), any material Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (Bi)(B), (ii) and or (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of Parent to comply with the terms of this AgreementParent.

No Conflicts; Consents. (ia) The execution and delivery by Parent each of Parent, US Corp., Merger Sub and Merger LLC of this Agreement do not, and the consummation of the Merger, the Subsequent Merger, the Share Issuance, the other Transactions and the Financing and compliance with and performance of the terms hereof and thereof will not, conflict with, or not result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancelation cancellation, acceleration or acceleration material modification of any obligation or to loss of a material benefit underright, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Parent Charter, the Bylaws Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Parent Material Adverse Effect or materially impair the ability of Parent to comply with perform its obligations hereunder or prevent or unreasonably delay the terms consummation of this Agreementany of the Transactions or the Financing.

No Conflicts; Consents. (ia) The execution and delivery by Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other Transactions to be performed or consummated by Parent and Merger Sub in accordance with the terms of this Agreement and compliance by Parent and Merger Sub with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Parent Charter, the Bylaws Parent By-laws or the comparable organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent, U.S. Parent and Merger Sub of this Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent, U.S. Parent or any of its Parent’s other subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent, U.S. Parent, Merger Sub or any Parent Subsidiaryof Parent’s other subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent, U.S. Parent or any Parent Subsidiary of Parent’s other subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent, U.S. Parent or any Parent Subsidiary of Parent’s other subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by Parent each of this Agreement Parent, Merger Sub and Merger LLC hereof do not, and the consummation of the Merger, the Subsequent Merger, the Share Issuance and the other Transactions and compliance with the terms hereof and thereof will notnot contravene, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Parent Charter, the Bylaws Parent By-laws or the comparable charter or organizational documents of any Significant Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Parent Material Adverse Effect or materially impair the ability of Parent to comply with perform its obligations hereunder or prevent or unreasonably delay the terms consummation of this Agreementany of the Transactions.

No Conflicts; Consents. (ia) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, under any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 5.4(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, except in the case of clauses (Bii) and (Ciii) above, any for such items matters that would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this Agreementand its subsidiaries, taken as a whole (a PARENT MATERIAL ADVERSE EFFECT).

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and compliance with the terms hereof performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai) the Charter, the Bylaws certificate of incorporation or the bylaws (or other comparable organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries), (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contracts to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound bound, or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 3.04(b), any Law Legal Requirement applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that that, individually and in the aggregate, have not had and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect Material Adverse Effect on the ability of Parent to comply with the terms of this Agreementand its Subsidiaries taken as a whole.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Chartercharter, the Bylaws by-laws or the comparable other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that that, individually and in the aggregate, have not had and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation of the Merger, the Share Issuance and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, to any obligation to make an offer to purchase any indebtedness, or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever Lien (collectively, “Liens”other than Liens created by the Financing) upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Significant Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, are not having or would not reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of Parent to comply with the terms of this AgreementParent.

No Conflicts; Consents. (ia) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement each Transaction Agreement, do not, and the consummation of the Offer, the Merger, the Share Issuance and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Sub under, any provision of (Ai) the Parent Charter, the Bylaws Parent Bylaws, and the certificate of incorporation or the comparable organizational documents bylaws of any Parent SubsidiarySub, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) material Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses clause (Bii) any Contract that is not material to Parent and its subsidiaries taken as a whole, or in the case of clause (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Chartercharter, the Bylaws by-laws or the comparable other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that that, individually and in the aggregate, have not had and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Merger Sub of this Agreement do does not, and compliance with the terms hereof performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other Transactions will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or (solely with respect to clause (ii)) give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Merger Sub under, any provision of of: (Ai) the Charter, the Bylaws governing or the comparable organizational documents of any Parent Subsidiary, or Merger Sub; (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which any of Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound bound; or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 5.3(b), as of the date hereof, any Order, Law or Permit, in each case, applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The Except as set forth in the Parent SEC Documents (defined in Section 4.06(a) below), the execution and delivery by the Parent of this Agreement do Agreement, does not, and the consummation of the Transactions, and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of the Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Charter, the Parent Charter or Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which the Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any Judgment or material Law applicable to the Parent or any Parent Subsidiary or any of their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation of the Merger and the other transactions expressly contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement each Transaction Agreement, do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Merger Sub under, any provision of (Ai) the CharterParent certificate of incorporation or bylaws, and the Bylaws certificate of incorporation or the comparable organizational documents bylaws of any Parent SubsidiaryMerger Sub, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) material Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by Parent and Merger Sub of this Agreement do not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancelation, amendment, or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests Lien (other than Liens arising as a result of any kind or nature whatsoever (collectively, “Liens”the Debt Financing) upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai) the Charter, the Bylaws Organizational Documents of Parent or the comparable organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise material Parent Permit or other binding instrument (a “Contract”) any material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(iiSection 5.4(b) belowand Section 6.3(a), any Law applicable to Parent or any the Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and ---------------------- delivery by each of Parent and Sub of this Agreement Agreement, do not, and compliance with the terms hereof consummation of the Merger and the other Transactions will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (A1) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries, (B2) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (C3) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 5.04(b), any Judgment or Law applicable --------------- to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B2) and (C3) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation of the Offer, the Merger and the other Recapitalization Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Chartercharter, the Bylaws by-laws or the comparable other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that that, individually and in the aggregate, have not had and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Merger Sub of this Agreement do does not, and compliance with the terms hereof performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, any obligation to make an offer to purchase or to redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the CharterParent Articles, the Bylaws Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (Bii) any contract, lease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other binding instrument (in each case, to the extent legally binding on the parties thereto) (a “"Contract”") to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) below, any Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (B) and (C) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of Parent to comply with the terms of this Agreement.10

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this each Transaction Agreement to which it is a party, do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiary under, any provision of (Ai) the Parent Charter, the Bylaws Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySubsidiary (subject to the approval, filing and effectiveness of the Charter Amendment), (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any Judgment or Applicable Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other thanassets except, in the case of clauses (Bii) and (Ciii) above, for any such items that would not reasonably be expected tothat, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and compliance with the terms hereof consummation of the Merger and the other Transactions will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (A1) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries, (B2) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (C3) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 5.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B2) and (C3) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and compliance with the terms hereof performance of this Agreement and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Charter, the Bylaws charter or the other comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries (other than the Company and its subsidiaries), (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries (other than the Company and its subsidiaries) is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries (other than the Company and its subsidiaries) or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ib) The execution and None of the execution, delivery by Parent or performance of this Agreement do notby Parent or Purchaser, and the consummation by Parent or Purchaser of the Transactions or compliance by Parent or Purchaser with the terms hereof any provisions of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Encumbrance upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Purchaser under, any provision of (Ai) the Charter, the Bylaws Parent's or Purchaser's certificate of incorporation or by-laws (or the comparable charter or organizational documents of any Parent Subsidiary, documents) (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary Purchaser is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.4(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Purchase or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Merger Sub of this Agreement do and by Parent of the Voting Agreement does not, and compliance with the terms hereof consummation of any of the Transactions will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai)(A) the Charter, the Bylaws Parent Charter Documents or (B) the comparable charter or organizational documents of any Parent SubsidiarySubsidiary of Parent, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound bound, or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.5(b), any material Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (Bi)(B), (ii) and or (Ciii) above, any such items that have not had and would not reasonably be expected to, individually or in the aggregate, to have a material adverse effect Material Adverse Effect on the ability of Parent to comply with the terms of this AgreementParent.

No Conflicts; Consents. (ia) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (Ai) the Charter, the Bylaws charter or the comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or and in the aggregate, have not had and are not reasonably expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The execution and delivery by Parent of this Agreement do Agreement, does not, and the consummation of Transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) Subsidiaries under, any provision of (Ai) the CharterParent’s certificate of incorporation or bylaws (or any of its Subsidiaries’ organizational documents), the Bylaws or the comparable organizational documents of any Parent Subsidiaryeach as amended to date, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) material Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective its properties or assets is bound bound, or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 3.5(b), any Law material Judgment or material Legal Requirement applicable to Parent (or any Parent Subsidiary of its Subsidiaries) or their respective its properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.

No Conflicts; Consents. (ia) The Except as set forth in Section 4.05(a) of the Parent Disclosure Schedule, the execution and delivery by the Parent and the Parent Stockholders of this Agreement do Agreement, does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of any of the Parent or any of its subsidiaries (the “Parent Subsidiaries”) Stockholders under, any provision of (Ai) the Parent Charter, the Bylaws or the comparable organizational documents of any Parent SubsidiaryBylaws, (Bii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) material Contract to which any of the Parent, or Parent or any Parent Subsidiary Stockholders is a party or by which any of their respective properties or assets is bound or (Ciii) subject to the filings and other matters referred to in paragraph (3)(ii) belowSection 4.05(b), any material Judgment or material Law applicable to any of the Parent or any Parent Subsidiary Stockholders or their respective properties or assets, other than, in the case of clauses (Bii) and (Ciii) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of Parent to comply with the terms of this AgreementMaterial Adverse Effect.