Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Xxxxxx does Agreement, do not, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by compliance with the DGCL and of the consentsterms hereof will not, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its Subsidiaries under, any material Contractprovision of (i) the charter, exceptby-laws or other organizational documents of Parent or any of its Subsidiaries, with respect (ii) any Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually and in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the transactions contemplated hereby, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementsif required, if anycompliance with and filing of a pre-merger notification report under the HSR Act, (ii) the filing with the SEC of such reports under Section 13 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the Articles of Merger with the Secretary of State of The Commonwealth of Massachusetts and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and Sub are qualified to do business, (iv) compliance with and filings under the rules Laws of any foreign jurisdictions, if and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by to the DGCLextent required, and (iiv) where such other items that, individually and in the failure to obtain such consentsaggregate, approvals, authorizations or permits, or to make such filings or notifications, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby and (b) the execution, delivery and performance by each applicable Subsidiary of Seller of the Transaction Documents to which such Subsidiary is a party, and the consummation of the transactions contemplated thereby do not and will not: (i) result in a violation or breach of or conflict with any provision of the certificate of incorporation or by-laws (or equivalent organizational documents) of Seller or such Subsidiaries, as applicable, in each case, amended to the date of this Agreement; (ii) create any Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset; (iii) result in a violation or breach of or conflict with any provision of any Law or Governmental Order applicable to Seller, any of such Subsidiaries, the Joe’s Business or the Purchased Assets; or (iv) except as set forth in Section 4.03 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default under or result in the acceleration of any Assigned Contract. Except as set forth on Section 4.03 of the Seller Disclosure Letter, no material consent, approval, Permit, or Governmental Order of, material declaration or filing with, or material notice to, any Governmental Authority is required by or with respect to Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt or any of the filing other Transaction Documents and recordation of appropriate merger documents as required by the DGCL and consummation of the consents, approvals, authorizations or permits, filings transactions contemplated hereby and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described thereby. Except as set forth in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made4.03 of the Seller Disclosure Letter, conflict with no consents or violate approvals of any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in non-governmental Person are necessary for the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, other Transaction Documents and the consummation of the Exchange Acttransactions contemplated hereby and thereby, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under including the rules and regulations transfer of Nasdaq and filing and recordation of appropriate merger documents as required by all the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectPurchased Assets.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx Purchaser does not, and subject the execution and delivery by Purchaser of each other Ancillary Agreement to receipt which it is, or is specified to be, a party will not, and the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by thereby and compliance with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toPurchaser under, any material Contractprovision of (i) its certificate of incorporation or by-laws (or the comparable governing instruments), except, with respect to clauses (ii) any Contract to which Purchaser is a party or by which any of its properties or assets are bound, or (iii) any judgment, order, or decree, or, subject to the matters referred to in Section 7.02(b) below, any Law applicable to Purchaser or its properties or assets, other than, in the case of clause (i) and (iii)ii) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not be reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the Acquisition. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any No consent, approval, license, permit, franchise, order or authorization or permit of, or registration, declaration or filing with or notification towith, any Governmental Authorityor Regulatory Authority is required to be obtained or made by or with respect to Purchaser in connection with the execution, except delivery and performance of this Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, other than such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make which, individually or in the aggregate, (i) for applicable requirements, if any, would not be reasonably likely to have a material adverse effect on the ability of Purchaser to consummate the Exchange Act, state securities Acquisition or “blue sky” laws and state takeover laws, such filings and consents as may be required perform its obligations under this Agreement or the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLAncillary Agreements, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have give rise to any liability of Seller or any of its Affiliates as a Parent Material Adverse Effectresult of the consummation of the Acquisition.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does Seller do not, and subject to receipt the execution and delivery of the filing Other Transaction Documents by Seller and recordation of appropriate merger documents as required by the DGCL Selling Affiliates specified to be parties thereto will not, and the consummation of the consents, approvals, authorizations or permits, filings transactions contemplated hereby and notifications contemplated by Section 4.06(b), thereby and compliance with the performance of this Agreement by Parent terms and conditions hereof and thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) _ result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both) , would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofloss of a material benefit under, or result in the creation of a Lien any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (other than “Liens”) upon any Permitted Lienof the Acquired Assets under, any provision of (i) on any material property the certificate of incorporation or asset by-laws (or the comparable governing instruments) of Parent Seller or any Parent Subsidiary pursuant toSelling Affiliate, (ii) any material Contract, exceptor (iii) any judgment, with respect order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not be reasonably likely to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any No material consent, approval, license, permit, franchise, order or authorization or permit of, or registration, declaration or filing with or notification towith, any Governmental AuthorityEntity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, except delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as those that may be required under solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required -transactions contemplated hereby or by the DGCL, Other Transaction Documents and (ii) where the failure to obtain such consents, approvals, authorizations or licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make such filings or notificationsobtain which, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by compliance with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (a) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary, (b) any Contract (other than any Permitted Lienthe Real Property Leases) on any material property or asset of Parent to which the Company or any Parent Company Subsidiary pursuant tois a party or by which they are bound or (c) subject to the filings referred to in the following sentence, any material Contractprovision of any Order or Legal Requirement applicable to the Company or any Company Subsidiary or their respective properties or assets, exceptother than, in the case of clause (b) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to clauses (ii) the Company or any Company Subsidiary in connection with the execution, delivery and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Merger, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act and any required foreign competition law filings, if any, (ii) the filing with the SEC of such reports under Sections 13 and 14 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents Act as may be required under in connection with this Agreement and the rules Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and regulations appropriate documents with the relevant authorities of Nasdaq and filing and recordation of appropriate merger documents the other jurisdictions in which the Company is qualified to do business, (iv) such filings as may be required by in connection with the DGCL, Taxes described in Section 7.09 and (iiv) where such other items as are set forth in Section 4.05 of the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectCompany Disclosure Schedule.

No Conflicts; Consents. (a) The execution and delivery by ----------------------- each of this Parent and Sub of each Transaction Agreement by Xxxxxx does to which it is a party, do not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b)Offer, the performance of this Agreement by Parent Merger and the other Transactions and compliance with the terms hereof and thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the charter or organizational documents of Parent or any of its subsidiaries, except(ii) any Contract to which Parent or any of its subsidiaries is a party or by or to which any of their respective properties or assets is bound or subject or (iii) subject to the filings and other matters referred to in the following sentence, with respect any Judgment or Applicable Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breacheshave not had and could not reasonably be expected to prevent or materially delay the ability of Parent to consummate the Offer, defaults or the Merger and the other occurrences as would not have Transactions (a "Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit "). No Consent of, or registration, ------------------------------ declaration or filing with or notification towith, any Governmental AuthorityEntity is required to be obtained or made by or with respect to Parent or any of its subsidiaries in connection with the execution, except delivery and performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) for applicable requirementscompliance with and filings under (A) the HSR Act and (B) the EC Regulations and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, if any, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports and statements under Sections 13 and 16 of the Exchange ActAct as may be required in connection with this Agreement and the Company Stockholder Agreement, state securities or “blue sky” laws the Offer, the Merger and state takeover lawsthe other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLapplicable environmental laws, and (iiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsas may be required in connection with the taxes described in Section 6.09, would not have a Parent Material Adverse Effect.(vi) filings under any applicable state takeover law and

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer of this Agreement by Xxxxxx does notand the Transaction Documents to which it is a party, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by the DGCL thereby, do not and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (ia) conflict with or violate result in a violation or breach of, or default under, any provision of the Parent Organizational DocumentsAmended and Restated Certificate of Incorporation, the Amended and Restated Bylaws or other organizational documents of Buyer; (iib) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Parent Buyer, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the BFI Companies, taken as a whole; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the consent or notice by any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedPerson under, or (iii) conflict with, result in any a violation or breach of or of, constitute a default (or an event whichthat, with or without notice or lapse of time or both, would become constitute a default) default under, result in the acceleration of or give create in any party the right to others accelerate, terminate, modify or cancel any right of terminationContract material to the BFI Business to which Buyer is a party or any Permit required by the BFI Companies to conduct the BFI Business as currently conducted, amendmentexcept as would not, acceleration individually or cancellation ofin the aggregate, be material to the BFI Companies, taken as a whole; or (d) result in the creation or imposition of a Lien (any Encumbrance other than any Permitted Lien) Encumbrances on any material property properties or asset assets of Parent or any Parent Subsidiary pursuant to, any material ContractBFI Company, except, with respect to in the case of each of clauses (ii) b), (c), and (iiid), for any such conflicts, violations, breaches, defaults defaults, accelerations, cancellations, termination or other occurrences as Encumbrances that, or where the failure to obtain any consents or notices, in each case, would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The material effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Parent does not, and the performance Transaction Documents and the consummation of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authoritythe transactions contemplated hereby and thereby, except for (i) for any filings required under, and compliance with other applicable requirementsrequirements of, if any, of the Exchange Act, the Securities Act, state securities laws or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, Nasdaq; and (ii) where the failure to obtain such consents, approvals, authorizations or permitsPermits, or to make such Governmental Orders, declarations, filings or notificationsnotices which, in the aggregate, would not reasonably be expected to have a Parent Buyer Material Adverse Effect. There are no preemptive rights or similar rights of Buyer and there are no warrants, convertible securities or other derivative securities issued by Buyer which contain anti-dilution adjustments or similar provisions (other than customary corporate structural anti-dilution adjustments none of which are, or will be, triggered by the issuance of capital stock by Buyer in connection with the transactions contemplated hereby).

No Conflicts; Consents. (a) The execution and delivery by Allied of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing transactions contemplated hereby, including the Merger, and recordation of appropriate merger documents as required by compliance with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien (other than Permitted Liens) upon any Permitted Lien) on any material property of the properties or asset assets of Parent Allied or any Parent Allied Subsidiary pursuant tounder, any material Contractprovision of (a) the Allied Charter, exceptthe Allied By-laws or the comparable charter or organizational documents of any Allied Subsidiary, (b) any Material Allied Contract or (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Law applicable to Allied or any Allied Subsidiary or their respective properties or assets, other than, in the cases of clauses (b) or (c) above, any such items that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Allied. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to clauses (ii) Allied or any Allied Subsidiary in connection with the execution, delivery and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the transactions contemplated hereby, require any consentincluding the Merger, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with the HSR Act, if anyany other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Allied or any Allied Subsidiary under the Antitrust Laws, (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents Act as may be required under in connection with this Agreement and the rules Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and regulations appropriate documents with the relevant authorities of Nasdaq and filing and recordation the other jurisdictions in which Allied is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to any Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 4.05 of appropriate merger documents as required by the DGCL, Allied Disclosure Schedule and (iivii) where such Consents which, if not made or obtained, individually or in the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsaggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on Allied.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL other Transactions and of compliance with the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent Purchaser or any Parent Purchaser Subsidiary pursuant tounder, any material Contractprovision of (i) the Purchaser Charter, except, with respect to clauses the Purchaser By-laws or the comparable charter or organizational documents of any Purchaser Subsidiary or (ii) and any Contract to which Purchaser or any Purchaser Subsidiary is a party or by which any of their respective properties or assets is bound other than, in the case of clause (iii)ii) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would could not reasonably be expected to have a Parent Purchaser Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any Purchaser Subsidiary in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementsthe filing with the SEC of a proxy or information statement relating to the approval of this Agreement Purchaser's stockholders, if any, and such reports under Section 13 of the Exchange Act, state securities or “blue sky” laws as may be required in connection with this Agreement, the Merger and state takeover lawsthe other Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Purchaser is qualified to do business, and (iii) such filings and consents as other items (A) that may be required under the rules and regulations applicable Law of Nasdaq and filing and recordation any foreign country, (B) required solely by reason of appropriate merger documents the participation of Purchaser (as required by opposed to any third party) in the DGCLTransactions or (C) that, and (ii) where individually or in the failure aggregate, could not reasonably be expected to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution Assuming all Governmental Filings and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations waiting periods described in or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i4.4(b) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b5.3(b) have been obtained and all filings and obligations described in Section 4.06(b) have been or made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedhave expired, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and Merger Sub and the performance consummation by the Company of this Agreement by the transactions contemplated hereby do not and will not (i) violate any applicable Law to which Parent will notor Merger Sub is subject, require any consent(ii) conflict with, approval, license, permit, franchise, authorization result in a violation or permit breach of, or filing with constitute a default under, result in the acceleration, termination or notification tocancellation of or create in any party the right to accelerate, terminate or cancel or require any notice, consent or payment under, any Governmental Authoritymaterial Contract to which Parent, except Merger Sub or any of their Subsidiaries is a party or by which any of their respective material properties, rights or assets is bound or (iii) violate the certificate of incorporation or bylaws or comparable governing documents, each as amended to the date of this Agreement, of Parent or Merger Sub, other than, in the case of clauses (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where above, any such violations, conflicts, breaches, defaults, accelerations, terminations, cancellations or rights that would not reasonably be expected to materially impair or prevent Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) No Governmental Filings are required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement and the other Transaction Agreements by Parent or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby except (a) compliance with and filings under the HSR Act, (b) Governmental Filings set forth on Section 5.3(b) of the Company Disclosure Schedule, (c) the filing of the Certificate of Merger in connection with the Merger in accordance with the DGCL and (d) such other Governmental Filings, the failure of which to obtain such consents, approvals, authorizations be obtained or permits, or to make such filings or notifications, made would not have a Parent Material Adverse Effectreasonably be expected to materially impair or prevent Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby.

No Conflicts; Consents. (a) The execution and delivery by Republic and Merger Sub of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing transactions contemplated hereby, including the Merger, and recordation of appropriate merger documents as required by compliance with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien (other than Permitted Liens) upon any Permitted Lien) on any material property of the properties or asset assets of Parent Republic or any Parent Republic Subsidiary pursuant tounder, any material Contractprovision of (a) the Republic Charter, exceptthe Republic By-laws or the comparable charter or organizational documents of any Republic Subsidiary, (b) any Material Republic Contract or (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Law applicable to Republic or any Republic Subsidiary or their respective properties or 25 assets, other than, in the cases of clauses (b) or (c) above, any such items that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to clauses (ii) Republic or any Republic Subsidiary in connection with the execution, delivery and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the transactions contemplated hereby, require any consentincluding the Merger, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with the HSR Act, if any, any other actions or Proceedings brought by any Governmental Entity or private party under the Antitrust Laws or any consent decree with a Governmental Entity binding on Republic or any Republic Subsidiary under the Antirust Laws (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents Act as may be required under in connection with this Agreement and the rules Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and regulations appropriate documents with the relevant authorities of Nasdaq and filing and recordation the other jurisdictions in which Republic is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) any required filings with or Consents from (1) applicable Governmental Entities with respect to Environmental Laws, (2) public service commissions, (3) public utility commissions or (4) any state, county or municipal Governmental Entity, (vi) such other Consents as are set forth in Section 5.05 of appropriate merger documents as required by the DGCL, Republic Disclosure Schedule and (iivii) where such Consents which, if not made or obtained, individually or in the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsaggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on Republic.

No Conflicts; Consents. (a) The execution and delivery by any Transferred Entity of this each Ancillary Agreement by Xxxxxx does to which it is, or is specified to be, a party will not, and subject to receipt the consummation of the filing transactions contemplated thereby and recordation of appropriate merger documents as required compliance by the DGCL and of Transferred Entities with the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any violation or breach of of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of of, or result in, termination, amendmentcancellation or acceleration of any obligation to or loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the assets or asset properties of Parent the Business or any Parent Subsidiary pursuant toTransferred Entity under, any provision of (a) the certificate of incorporation or formation, by-laws or other organizational documents of any Transferred Entity, (b) except as set forth in Section 3.04 of the Seller Letter, any Contract to which any Transferred Entity is a party or by which any of the Business’s assets or properties is bound that is material Contractto the Business or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, exceptany Judgment or Law applicable to the Business or any Transferred Entity or any of their assets or properties. Except as set forth in Section 3.04 of the Seller Letter, no Consent of, or registration, declaration or filing with, any Governmental Entity or any other person is required to be obtained or made by or with respect to clauses (ii) the Business or any Transferred Entity in connection with the execution, delivery and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require or any consent, approval, license, permit, franchise, authorization Ancillary Agreement or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, the consummation of the Exchange ActAcquisition or the other transactions contemplated hereby and thereby, state securities or “blue sky” laws other than (A) compliance with and state takeover laws, such filings under the HSR Act and compliance with and filings and consents as approvals under Foreign Merger Control Laws, (B) those that may be required under solely by reason of the rules Purchaser’s (as opposed to any third party’s) participation in the Acquisition and regulations of Nasdaq the other transactions contemplated by this Agreement and filing and recordation of appropriate merger documents as required by the DGCL, Ancillary Agreements and (iiC) where the failure filing of the relevant instruments in the requisite jurisdictions in order to obtain such consents, approvals, authorizations create or permits, or perfect Liens granted to make such filings or notifications, would not have secure the Indebtedness and other obligations incurred as a Parent Material Adverse Effectresult of the consummation of the Debt Financing.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does Purchaser and Parent do not, the execution and delivery by Purchaser and Parent of each Other Transaction Document to which it is specified to be a party will not, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required thereby and compliance by Purchaser and Parent with the DGCL terms and of the consents, approvals, authorizations or permits, filings conditions hereof and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with, or result in any violation of or default (with or violate without notice or lapse of time, or both) under, require any notice with respect to, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or, any provision of (A) the Governing Documents of Purchaser or Parent, or (B) any Contract to which Purchaser or Parent Organizational Documentsis a party or by which any of its respective properties or assets may be subject, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law Injunction or, subject to the matters referred to in paragraph (b) below, applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedLaw, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (any Liens upon any of the properties or assets of Purchaser or Parent under other than any Permitted Lien) on any material property or asset than, in the case of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (iii)(B) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not have be reasonably likely to result in a Parent Purchaser Material Adverse Effect. (b) The No Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or Parent in connection with the execution and delivery of this Agreement or the Other Transaction Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Purchaser and Parent does notwith the terms and conditions hereof and thereof, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and Consents and Filings under the HSR Act or any other Antitrust Law, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as (ii) those that may be required under solely by reason of Seller’s or any Affiliate of Seller’s (as opposed to any other third party’s) participation in the transactions contemplated hereby or by the Other Transaction Documents, (iii) compliance with and Filings or notices required by the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, any applicable securities exchange or listing authority and (iiiv) where such other Consents the absence of which, or other Filings the failure to make or obtain such consentswhich, approvals, authorizations individually or permits, or to make such filings or notificationsin the aggregate, would not have be reasonably likely to result in a Parent Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and ----------------------- delivery by each of Parent and Sub of this Agreement by Xxxxxx does do not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b)Offer, the performance of this Agreement by Parent Merger and the other Transactions and compliance with the terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of terminationtermina tion, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, addi tional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the charter or organizational documents of Parent or Sub, except(ii) any Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), with respect any Judgment or Law applicable to Parent or Sub or their respective properties or assets, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences as Violations that have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution No material Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act, if anyrequired, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, state securities or “blue sky” laws as may be required in connection with this Agreement, the Offer, the Merger and state takeover lawsthe other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings and consents as may be required under applicable environmental Laws, (v) such filings as may be required in connection with the rules and regulations Taxes described in Section 6.09, (vi) filings under any applicable state takeover Law, (vii) such other items required solely by reason of Nasdaq and filing and recordation the participation of appropriate merger documents the Company (as required by opposed to any third party) in the DGCL, Transactions and (iiviii) where such other Consents, registrations, declarations, filings and permits that Parent does not have knowledge of and the failure of which to obtain such consentsor make would not, approvalsindividually or in the aggregate, authorizations or permits, or reasonably be expected to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Xxxxxx does not, and subject to receipt the performance by it of its obligations hereunder and the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications other transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default default, facility early amortization event or target amortization event (or an event whichin any case, with or without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation, amortization or acceleration of any obligation, any obligation to make an offer to purchase or cancellation ofredeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company, any provision of (i) the Company Articles (assuming that the Company Shareholder Approval is obtained), (ii) any Contract to which the Company is a Lien (other than party or by which any Permitted Lien) on any material property of its respective properties or asset of Parent assets is bound or any Parent Subsidiary pursuant toCompany Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b) any Judgment or Law, any material Contractin each case, exceptapplicable to the Company or its respective properties or assets (assuming that the Company Shareholder Approval is obtained), with respect to other than, in the case of clauses (ii) and (iii)) above, for any such conflictsmatters that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would have not have had a Parent Company Material Adverse Effect. (b) The No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by Parent does notthis Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in preliminary and definitive forms, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the performance of this Agreement by Parent will notrules and regulations thereunder, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement (including the requirement under the rules and regulations Exchange Act for the shareholders of Nasdaq and filing and recordation the Company to approve or disapprove, on an advisory basis, certain compensation that may become payable to the Company’s named executive officers in connection with the completion of appropriate merger documents as required by the DGCLMerger), and (ii) where the failure filing of the Cayman Plan of Merger and other documents required to obtain effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iii) compliance with the NYSE and NASDAQ rules and regulations; and (iv) such consentsother matters that, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would have not have had a Parent Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Xxxxxx does Agreement, do not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL other Transactions and of compliance with the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any of its Subsidiaries under, any provision of (i) the charter or organizational documents of Parent Subsidiary pursuant toor any of its Subsidiaries, (ii) any material Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material ContractJudgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets. (b) No Consent of, exceptor registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by or with respect to clauses Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental Laws, (v) such filings as may be required in connection with the Taxes described in Section 6.06, and (iii)vi) such Consents which, for any such conflictsif not obtained or made, violations, breaches, defaults or other occurrences as would are not reasonably likely to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Parent of this Agreement by Xxxxxx does not, and subject to receipt the performance by it of its obligations hereunder and the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications other transactions contemplated by Section 4.06(b), the performance of this Agreement by 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 any Person the ability to materially delay or impede the ability of Parent will not to consummate the Merger, under, any provision of (i) conflict with the Current Parent Articles or violate the comparable charter or organizational documents of any Parent Organizational Documents, Subsidiary; (ii) assuming any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound that all consentswould reasonably be expected to be material to Parent and the Parent Subsidiaries, approvals, authorizations taken as a whole; or (iii) subject to the filings and other actions described matters referred to in Section 4.06(b) have been obtained and all filings and obligations described 4.4(b), any Judgment or Law, in Section 4.06(b) have been madeeach case, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property their respective properties or asset of Parent assets, except for such Judgments or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as Laws that would not reasonably be expected to have a Parent Material Adverse Effect. (b) The No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution and delivery of this Agreement by Parent does not, or its performance of its obligations hereunder or the consummation of the Merger and the performance of other transactions contemplated by this Agreement by Parent will notAgreement, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementsthe filing with the SEC of such reports under, if anyand such other compliance with, of the Exchange Act, state securities or “blue sky” laws and state takeover lawsthe Securities Act, such filings and consents the rules and regulations thereunder, as may be required under in connection with this Agreement, the rules Merger and regulations of Nasdaq and filing and recordation of appropriate merger documents as required the other transactions contemplated by the DGCL, and this Agreement; (ii) where compliance with and filings under the failure HSR Act, the DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to obtain such consentsbe observed, approvalsmade or obtained under any foreign antitrust, authorizations competition, investment, trade regulation or permitssimilar Laws, or including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to make do business; (iv) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other transactions contemplated hereby; (v) such other Consents the absence of which would not, individually or notificationsin the aggregate, have had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger, and (vi) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by Xxxxxx and Merger Sub of this Agreement by Xxxxxx does not, and subject to receipt the performance by it of its obligations hereunder and the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications other transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give any Person the ability to others any right of termination, amendment, acceleration materially delay or cancellation of, or result in impede the creation of a Lien (other than any Permitted Lien) on any material property or asset ability of Parent or any Parent Subsidiary pursuant toMerger Sub to consummate the Merger, under, any material Contract, except, with respect to clauses provision of (i) the Current Parent Articles or the comparable charter or organizational documents of Merger Sub or any other Parent Subsidiary; (ii) any Contract to which Parent, Merger Sub or any other Parent Subsidiary is a party or by which any of their respective properties or assets is bound that would reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 4.4(b), any Judgment or Law, in each case, applicable to Parent, Merger Sub or any other Parent Subsidiary or their respective properties or assets, except for any such conflicts, violations, breaches, defaults Judgments or other occurrences as Laws that would not reasonably be expected to have a Parent Material Adverse Effect. (b) The No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Parent, Merger Sub or any other Parent Subsidiary in connection with the execution and delivery of this Agreement by Parent does not, or its performance of its obligations hereunder or the consummation of the Merger and the performance of other transactions contemplated by this Agreement by Parent will notAgreement, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementsthe filing with the SEC of such reports under, if anyand such other compliance with, of the Exchange Act, state securities or “blue sky” laws and state takeover lawsthe Securities Act, such filings and consents the rules and regulations thereunder, as may be required under in connection with this Agreement, the rules Merger and regulations of Nasdaq and filing and recordation of appropriate merger documents as required the other transactions contemplated by the DGCL, and this Agreement; (ii) where compliance with and filings under the failure DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to obtain such consentsbe observed, approvalsmade or obtained under any foreign antitrust, authorizations competition, investment, trade regulation or permitssimilar Laws, or including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to make do business; (iv) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other transactions contemplated hereby; (v) such other Consents the absence of which would not, individually or notificationsin the aggregate, have had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger; and (vi) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing transactions contemplated hereby, including the Merger, and recordation of appropriate merger documents as required by compliance with the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) require any consent or approval under, or result in any breach of or constitute a any loss of any benefit under, or result in any violation of or default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien (other than Permitted Liens) upon any Permitted Lien) on any material property of the properties or asset assets of Parent the Company or any Parent Company Subsidiary pursuant tounder, any material Contractprovision of (a) the Company Charter, exceptthe Company Bylaws or the comparable charter, bylaws or organizational documents of any Company Subsidiary, (b) any Material Contract or (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the cases of clauses (b) or (c) above, any such items that would not, individually or in the aggregate, reasonably be likely to result in a Company Material Adverse Effect. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to clauses the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, other than (i) compliance with and filings under the HSR Act and any required Foreign Competition Law filings, (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Oklahoma and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) such other Consents as are set forth in Section 4.05 of the Company Disclosure Schedule and (iii)v) such other Consents that would not, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences as would not have reasonably be likely to result in a Parent Company Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 5.04(a) of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.04(b), Section 5.04(b), Section 6.03(b) and Section 7.04(b) have been obtained or made, or have expired, the execution, delivery and performance of this Agreement by Blocker and the consummation by Blocker of the Transactions will not (i) violate any applicable Law or Governmental Order to which Blocker is subject or (ii) violate the certificate of limited partnership or formation, as applicable, or limited partnership or limited liability company agreement, as applicable, each as amended to the date of this Agreement, of Blocker, other than, in the case of clause (i) above, any such violations that would not reasonably be expected to materially impair or delay Blocker’s ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party or to consummate the Transactions. (b) No Governmental Filings are required to be obtained or made by Blocker in connection with the execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt Blocker or the consummation by Blocker of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental AuthorityTransactions, except (i) for applicable requirements, if any, the filing of the Exchange Actcertificate of formation and certificate of conversion to limited liability company with the Secretary of State of the State of Delaware to effect the Blocker Conversion, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the filing of the Blocker Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with and filings under the HSR Act, (iv) Governmental Filings set forth on Section 5.04(b) of the Company Disclosure Schedule and (v) such other Governmental Filings, the failure of which to obtain such consents, approvals, authorizations be obtained or permits, made would not reasonably be expected to materially impair or delay Blocker’s ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party or to make such filings or notifications, would not have a Parent Material Adverse Effectconsummate the Transactions.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of each of this Agreement by Xxxxxx does and the Subordinated Promissory Note do not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement and consummation of the Transactions and compliance by Parent Purchaser with the terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its Subsidiaries under, (i) the organizational documents of Purchaser or any of its Subsidiaries or (ii)(A) any Contract to which Purchaser or any of its Subsidiaries is a Lien party or by which any of their respective properties or assets is bound (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses any Contract that is concurrently with the Closing amended to address any such conflict, violation or default) or (B) any Judgment or applicable Law applicable to Purchaser or any of its Subsidiaries or their respective properties or assets, other than, in the case of clause (ii) and (iii)above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent Purchaser Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser, Parent or any of their respective Subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the Subordinated Promissory Note or the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as those that may be required under solely by reason of Seller’s, the rules and regulations Company’s or any of Nasdaq and filing and recordation of appropriate merger documents their respective Affiliates’ (as required by opposed to any other third Person’s) participation in the DGCL, Transactions and (ii) where those the failure of which to obtain such consentsor make, approvals, authorizations individually or permits, or to make such filings or notificationsin the aggregate, would not reasonably be expected to have a Parent Purchaser Material Adverse Effect.

No Conflicts; Consents. Except as set forth on Section 6.4 of the Seller Disclosure Schedule, the execution, delivery and performance by Sellers and Systemax of this Agreement or any other Transaction Agreement to which it is a party does not and will not (with or without notice or lapse of time): (a) The execution and delivery of this Agreement by Xxxxxx does notcontravene, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations violate or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of (i) any of the provisions of any Seller’s or constitute Systemax’s certificate of incorporation, bylaws or other organizational documents, if any; (ii) the corporate resolutions of any Seller or Systemax; (iii) any of the terms or requirements of any Governmental Approval held by a default (Seller or an event which, with notice Systemax or lapse of time or both, would become a default) under, or give that otherwise relates to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent Business or any Parent Subsidiary pursuant toof the Purchased Assets or Assumed Liabilities, assuming compliance with the matters and actions required hereunder with respect thereto including as set forth in Section 6.4(e) and assuming Purchaser’s compliance with the matters and actions required under Section 7.3; or (iv) any material provision of any Purchased Contract, except, ; except with respect to clauses (iiiii) and (iii)iv) where such contravention, for violation or breach would not have a Material Adverse Effect; (b) assuming compliance by Sellers with the matters and actions required hereunder with respect thereto including as set forth in Section 6.4(e) and by Purchaser with respect to the matters and actions required hereunder with respect thereto including as set forth in Section 7.3, give any such conflicts, violations, breaches, defaults Governmental Authority or other occurrences Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which any Seller, Systemax or any of the Purchased Assets or Assumed Liabilities, is subject; (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Purchased Contract; or (iv) revoke, suspend or modify any Governmental Approval; in each such case except as would not have a Parent Material Adverse Effect; (c) cause any Seller or Purchaser to become subject to, or to become liable for the payment of, any Tax, or cause any of the Purchased Assets to be reassessed or revalued by any Tax Authority or other Governmental Authority; (d) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Purchased Assets; or (e) require a Seller to obtain any Consent or make or deliver any filing or notice to a Governmental Authority, other than (i) compliance with any applicable requirements of the Exchange Act and any other state, provincial or federal securities laws, (ii) compliance with any applicable requirements of the New York Stock Exchange, and (iii) any actions or filings the absence of which would not have a Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does PW and Buyer do not, and subject to receipt the execution and delivery of the filing Ancillary Agreements to which they are a party and recordation of appropriate merger documents as required by the DGCL and consummation of the consentstransactions contemplated hereby and thereby will not, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documentsprovisions of any of the Charter Documents of PW or Buyer, (ii) assuming that all consentsviolate any Contract to which PW or Buyer is a party, approvals(iii) to the Knowledge of Buyer, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law of any Governmental Entity applicable to Parent PW or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedBuyer on the date hereof, or (iiiiv) result in any breach to the Knowledge of or constitute a default (or an event whichBuyer, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a any Liens upon any of the assets owned or used by PW or Buyer, except in each such case where such violation or Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effectreasonably be expected materially to impair or delay the ability of PW or Buyer to perform its obligations under this Agreement or the Ancillary Agreements. (b) The Except as disclosed on Section 5.4(b) of the Buyer Disclosure Schedule, no Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by PW or Buyer in connection with the execution and delivery of this Agreement by Parent does not, and the performance Ancillary Agreements to which it is a party and the consummation of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authoritythe transactions contemplated hereby and thereby, except for such Authorizations, Orders, registrations, declarations, filings and notices (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the HSR Act and the Other Antitrust Laws or the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by FINRA or the DGCLNew York Stock Exchange, and or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, which would not have reasonably be expected to materially impair the ability of PW or Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which it is a Parent Material Adverse Effectparty.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does each of Parent and Purchaser, do not, and subject to receipt the consummation of the filing Offer and recordation of appropriate merger documents as required by the DGCL Merger and of compliance with the consentsterms hereof and thereof will not, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with any of the provisions of the charter or violate the organizational documents of Parent Organizational Documents, or Purchaser; (ii) assuming that all consentsconflict with, approvals, authorizations and other actions described result in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict a breach of or default under (with or violate without notice or lapse of time, or both) any Law applicable contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or any Parent Subsidiary Purchaser is a party or by which any property of their respective properties or asset of Parent or any Parent Subsidiary assets is bound or affected, subject; or (iii) result subject to the filings and other matters referred to in the following sentence, contravene any breach of domestic or constitute a default (foreign law, rule or an event which, with notice or lapse of time or both, would become a default) underregulation, or give to others any right of terminationorder, amendmentwrit, acceleration judgment, injunction, decree, determination or cancellation ofaward currently in effect, or result other than, in the creation case of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, Purchaser to consummate the Offer and the Merger. No consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity which has not been received or made, is required to be obtained or made by or with respect to Parent or Purchaser in connection with the execution, delivery and performance of this Agreement by Parent will notor its obligations hereunder, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than: (i) for applicable requirementscompliance with and filings under the HSR Act, if any, applicable; (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under in connection with this Agreement, the rules Offer and regulations the Merger; (iii) the filing of Nasdaq and filing and recordation the Articles of appropriate merger documents as required by Merger with the DGCL, Secretary of State of the State of Missouri; and (iiiv) where the failure to obtain such any other consents, approvals, authorizations or permitsauthorizations, or to make such filings or notificationsnotices which, would if not made or obtained, 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 Material Adverse Effectand Purchaser to consummate the Offer and the Merger.

No Conflicts; Consents. Except as set forth on Schedule 5.3, neither the execution, delivery and performance by Seller of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will: (a) The execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations violate or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, any of Seller’s Governing Documents in any material respect; (iib) assuming that all consents, approvals, authorizations of the Buyer Required Regulatory Approvals and other actions described in Section 4.06(b) Seller Required Regulatory Approvals have been obtained made or obtained, and all filings conditions therein which are then required to be satisfied have in fact been satisfied, and obligations described in Section 4.06(b) any waiting periods thereunder have been madeterminated or expired, conflict with or as the case may be, violate any Law or Order applicable to Parent Seller or any Parent Subsidiary of the Purchased Assets, except, for any such violations that (i) would not reasonably be expected to materially and adversely affect Buyer’s operation of the Business or by which use of the Purchased Assets in the manner currently used or (ii) arise as a result of any property facts or asset of Parent circumstances relating particularly to Buyer or any Parent Subsidiary is bound of its Affiliates; (c) violate, conflict with, result in a breach of, require any consent or affectedapproval of, or (iii) result in any breach of with or constitute a default (or an event which, with without notice or lapse of time or both, would become ) constitute a default) under, default under or give pursuant to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material ContractPurchased Business Agreement, except, with respect to clauses (ii) and (iii), for any such violations, conflicts, violationsbreaches, breachesconsents, approvals, defaults or other occurrences as that (i) would not have reasonably be expected to materially and adversely affect Buyer’s operation of the Business or use of the Purchased Assets in the manner currently used or (ii) arise as a Parent Material Adverse Effect.result of any facts or circumstances relating particularly to Buyer or any of its Affiliates; or (bd) The execution and delivery of this Agreement by Parent does not, and other than the performance of this Agreement by Parent will notSeller Required Regulatory Approvals, require any declaration, filing, or registration by Seller or any of its GAS Affiliates with, or notice by Seller or any of its GAS Affiliates to, or authorization, consent, approval, license, permit, franchise, authorization or permit approval with respect to Seller or any of its GAS Affiliates of, or filing with or notification to, any Governmental AuthorityEntity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals that (i) for applicable requirements, if any, would not reasonably be expected to materially and adversely affect Buyer’s operation of the Exchange Act, state securities Business or “blue sky” laws and state takeover laws, such filings and consents as may be required under use of the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by Purchased Assets in the DGCL, and manner currently used or (ii) where the failure arise as a result of any facts or circumstances particular to obtain such consents, approvals, authorizations Buyer or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effectany of its Affiliates.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Xxxxxx does not, and subject to receipt the performance by it of its obligations hereunder and the consummation of the filing Merger, the Offer and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications other transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation, acceleration any obligation to make an offer to purchase or cancellation ofredeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent the Company or any Parent Company Subsidiary pursuant tounder, any material Contractprovision of (i) the Company Charter, exceptthe Company Bylaws or the governing or organizational documents of any Company Subsidiary; (ii) any Material Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound; or (iii) subject to the filings and other matters referred to in Section 5.05(b), with respect any Order or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsmatters that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not have a Parent Company Material Adverse Effect. (b) The No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger, the Offer and the other transactions contemplated by Parent does notthis Agreement, other than (i) (A) the filing with the SEC of the Schedule 14D-9, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the performance of this Agreement by Parent will notrules and regulations thereunder, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under in connection with this Agreement, the rules Merger, the Offer and regulations of Nasdaq and filing and recordation of appropriate merger documents as required the other transactions contemplated by the DGCL, and this Agreement; (ii) where (A) compliance with and filings under the failure HSR Act and (B) such other Consents, registrations, declarations, notices or filings as are required to obtain be made to or obtained from any Governmental Entity under any foreign Regulatory Laws; (iii) the filing of the Certificate of Merger with the Delaware Secretary and appropriate documents with the relevant authorities of the other jurisdictions in which the Company and the Company Subsidiaries are qualified to do business; (iv) compliance with NASDAQ rules and regulations; and (v) such consentsother matters that, approvals, authorizations individually or permits, or to make such filings or notificationsin the aggregate, would not have a Parent Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer of this Agreement by Xxxxxx does notand the other Transaction Documents to which it is a party, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by the DGCL thereby, do not and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (i) conflict with result in a violation or violate breach of any provision of the Parent Organizational Documents, certificate of incorporation or by-laws of Buyer; (ii) assuming that all consents, approvals, authorizations and other actions described result in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with a violation or violate breach of any provision of any Law or Governmental Order applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, Buyer; or (iii) require the consent, notice or other action by any Person under, conflict with, result in any a violation or breach of or of, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, under or result in the creation acceleration of any agreement to which Buyer is a Lien (other than any Permitted Lien) on any material property or asset party, except in the cases of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflictswhere the violation, violationsbreach, breachesconflict, defaults default, acceleration or other occurrences as failure to give notice would not have a Parent Material Adverse Effectreasonably be expected to prevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents. (b) The No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Parent does not, and the performance other Transaction Documents and the consummation of this Agreement by Parent will notthe transactions contemplated hereby and thereby, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except except: (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and HSR Act; (ii) where the failure to obtain filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; and (iii) for such consents, approvals, authorizations or permitsPermits, or to make such Governmental Orders, declarations, filings or notifications, notices which would not have a Parent Material Adverse Effectreasonably be expected to prevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does each member of the ITT Group do not, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by compliance with the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation of, to loss of a material benefit under or result in the creation of a Lien any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the properties or assets of SportsChannel New York under, any provision of (other than i) the charter or by-laws of any Permitted Lienmember of the ITT Group, (ii) on any material property note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or asset arrangement to which any member of Parent the ITT Group is a party or by which any Parent Subsidiary pursuant toof their respective properties or assets are bound or (iii) any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to any material Contractmember of the ITT Group or their respective properties or assets, exceptother than, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery material adverse effect on the ability of this Agreement by Parent does not, and any member of the performance of this Agreement by Parent will not, require any ITT Group to consummate the transactions contemplated hereby. No consent, approval, license, permit, franchise, order or authorization or permit of, or registration, declaration or filing with or notification towith, any Governmental AuthorityEntity is required to be obtained or made by or with respect to any member of the ITT Group in connection with the execution, except delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (iI) for applicable requirementscompliance with and filings, under the HSR Act, if applicable, (II) compliance with and filings, if any, of under the Securities Act or the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as (III) those that may be required under as a result of any facts or circumstances relating solely to any member of the rules and regulations Rainbow Group or any of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, their Affiliates and (iiIV) where the failure to obtain such any consents, approvals, authorizations or licenses, permits, orders or to make such filings author izations, that, if not obtained or notificationsmade, would not not, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of any member of the ITT Group to consummate the transactions contemplated hereby.

No Conflicts; Consents. (a) The execution and delivery by each of SWMAC and SWWC of this Agreement by Xxxxxx does not, and subject to receipt the performance by each of SWMAC and SWWC of its obligations hereunder and the consummation of the filing Business Combination and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications other transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration or cancellation ofof any obligation, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent SWMAC, SWWC or any Parent SWWC Subsidiary pursuant tounder, any material Contractprovision of (i) the Organizational Documents of SWMAC, exceptSWWC or any SWWC Subsidiary, with respect (ii) subject to the filings and other matters referred to in Section 6.4(b), any Contract to which SWMAC, SWWC or any SWWC Subsidiary is a party or by which any of their respective properties or assets is bound or any SWWC Permit or (iii) subject to the filings and other matters referred to in Section 6.4(b), any Judgment or Law, in each case applicable to SWMAC, SWWC or any SWWC Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsmatters that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as are not and would not have reasonably be expected to be material to SWMAC, SWWC and the SWWC Subsidiaries, taken as a Parent Material Adverse Effectwhole and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Business Combination. (b) The No Consent of or from, or made to or with, any Governmental Entity, is required to be obtained or made by or with respect to any SWWC Party or any Affiliate thereof in connection with the execution and delivery of this Agreement by Parent does not, or its performance of its obligations hereunder or the consummation of the Business Combination and the performance of other transactions contemplated by this Agreement by Parent will notAgreement, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws compliance with and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.HSR Act,

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx Parent and Merger Sub does not, and subject to receipt the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consentstransactions contemplated hereby will not, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with with, or violate result in any violation of any provision of, the Parent Organizational DocumentsCharter, the Parent Bylaws or the comparable charter or organizational documents of Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation, acceleration or cancellation ofgive rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its Subsidiaries under, or require any consent or approval under, any material Contractprovision of any Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) conflict with, exceptor result in any violation of any provision of, with respect subject to the filings and other matters referred to in Section 4.3(b), any Judgment or Law, in each case, applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsmatters that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does and Merger Sub do not, and the performance consummation by Parent and Merger Sub of the transactions contemplated by this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, Consent or filing with or registration with, or notification to, any Governmental AuthorityEntity, except (i) for applicable requirements, if any, requirements of the Exchange Act, state securities or the Securities Act, “blue sky” laws and state takeover laws, such filings the HSR Act and consents as may be required under the rules and regulations of Nasdaq and any applicable foreign competition laws, filing and recordation of appropriate merger documents as required by the DGCLMGCL and the rules of the NASDAQ or other stock exchange, if applicable, and (ii) except where the failure to obtain such consents, approvals, authorizations or permitsConsents, or to make such filings filings, registrations or notifications, would not have have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller of this Agreement by Xxxxxx does notand the other Seller Transaction Documents, and subject to receipt the completion of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by the DGCL thereby, do not and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (ia) conflict with or violate result in a violation or breach of, or default under, any provision of the Parent Organizational Documentscertificate of incorporation, bylaws or other organizational documents of Seller, the Company or any Subsidiary; (iib) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Parent Seller, the Company or any Parent Subsidiary Subsidiary, assuming the receipt of all approvals relating to filings under the HSR Act, as described further below; (c) except as set forth in Section 2.05 of the Disclosure Schedules, require the consent, notice or other action by which any property or asset of Parent or any Parent Subsidiary is bound or affectedPerson under, or (iii) materially conflict with, result in any a material violation or breach of or of, constitute a material default (or an event whichthat, with or without notice or lapse of time or both, would become constitute a default) material default under, result in the acceleration of or give create in any party the right to others accelerate, terminate, modify or cancel any right Material Contract to which Seller, the Company or any Subsidiary is a party or by which Seller, the Company or any Subsidiary is bound or to which any of terminationtheir respective properties and assets are subject or any material Permit affecting the properties, amendment, acceleration assets or cancellation of, business of the Company or any Subsidiary; or (d) result in the creation or imposition of a Lien (any material Encumbrance other than any Permitted Lien) Encumbrances on any material property properties or asset assets of Parent the Company or any Parent Subsidiary pursuant Subsidiary. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any material Contract, except, Governmental Authority is required by or with respect to clauses (ii) and (iii)Seller, for the Company or any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The Subsidiary in connection with the execution and delivery of this Agreement by Parent does not, and the performance of other Transaction Documents to which Seller or the Company is party or will be a party as contemplated by this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authorityand the completion of the transactions contemplated hereby and thereby, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectHSR Act.

No Conflicts; Consents. Neither the execution, delivery and performance by Buyer of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will: (a) The execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) violate or conflict with or violate the Parent Organizational any of Buyer’s Governing Documents, ; (ii) assuming that all consents, approvals, authorizations of the Buyer Required Regulatory Approvals and other actions described in Section 4.06(b) Seller Required Regulatory Approvals have been obtained made or obtained, and all filings conditions therein which are then required to be satisfied have in fact been satisfied, and obligations described in Section 4.06(b) any waiting periods thereunder have been madeterminated or expired, conflict with or as the case may be, violate any Law or Order applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedBuyer, or (iii) violate, conflict with, result in a breach of, require any breach of consent or constitute a default approval of, or (with or an event which, with without notice or lapse of time or both, would become ) constitute a default) under, default under or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contractcontract to which Buyer is a party, except, with respect to in the case of clauses (ii) and (iii), for any such violations, conflicts, violationsbreaches, breachesconsents, approvals, defaults or other occurrences as (A) that would not reasonably be expected to have a Parent Material Adverse Effect.material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or (B) that arise as a result of any facts or circumstances relating to Seller or its Affiliates; or (b) The execution and delivery of this Agreement by Parent does not, and other than the performance of this Agreement by Parent will notBuyer Required Regulatory Approvals, require any declaration, filing, or registration by Buyer or any of its Affiliates with, or notice by Buyer or any of its Affiliates to, or authorization, consent, approval, license, permit, franchise, authorization or permit approval with respect to Buyer or any of its Affiliates of, or filing with or notification to, any Governmental AuthorityEntity, except for any such declarations, filings, registrations, notices, authorizations, consents, or approvals (i) for applicable requirements, if any, the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on the Exchange Act, state securities ability of Buyer to perform its obligations under this Agreement or “blue sky” laws and state takeover laws, such filings and consents as may be required under consummate the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and transactions contemplated hereby on a timely basis or (ii) where that arise as a result of any facts or circumstances relating to Seller or its Affiliates unrelated to the failure to obtain such consentsBusiness, approvals, authorizations the Purchased Assets or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effectthe Assumed Obligations.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by Xxxxxx does do not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL other Transactions and of compliance with the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement terms hereof by Parent and Merger Sub will not (i) conflict with not, result in any loss, suspension, limitation or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate impairment of any Law applicable to Parent or any Parent Subsidiary or by which any property or asset right of Parent or any Parent Subsidiary is bound of its Subsidiaries to own or affecteduse any assets required for the conduct of their respective businesses as presently conducted, or (iii) conflict with, or result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation, first offer, first refusal, modification or acceleration of any right, obligation or cancellation ofloss of a benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its Subsidiaries under, or require any consent under, any material Contractprovision of (i) the organizational documents of Parent or any of its Subsidiaries, except(ii) any Authorization of Parent or any of its Subsidiaries or any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), with respect any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that have not had and would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration, notice or filing with or from, any Governmental Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act and any other Antitrust Law, if any(ii) the filing with the SEC of such reports and filings under the Exchange Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Exchange Act, state securities or “blue sky” laws Certificate of Merger with the Secretary of State of the State of Delaware and state takeover laws, (iv) such filings and consents as may be required under the rules and regulations of Nasdaq or the New York Stock Exchange in connection with this Agreement, the Merger and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effectother Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller or its Affiliates (as applicable) of this Agreement by Xxxxxx does notand the other Transaction Documents to which it is a party, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by the DGCL thereby, do not and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (i) conflict with result in a violation or violate breach of any provision of the Parent Organizational Documentscertificate of incorporation, by-laws or other applicable organizational documents of Seller or such Affiliate; (ii) assuming that all consents, approvals, authorizations and other actions described result in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with a violation or violate breach of any provision of any Law or Governmental Order applicable to Parent Seller or any Parent Subsidiary its Affiliates, the Business or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, the Purchased Assets; or (iii) require the consent, notice or other action by any Person under, conflict with, result in any a violation or breach of or of, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, under or result in the creation acceleration of a Lien (other than any Permitted Lien) on any material property or asset Material Contract; except in the cases of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflictswhere the violation, violationsbreach, breachesconflict, defaults default, acceleration or other occurrences as failure to give notice would not have a Parent Material Adverse Effectreasonably be expected to prevent or materially impair or materially delay the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents. (b) The No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or its Affiliates in connection with the execution and delivery of this Agreement by Parent does not, or any of the other Transaction Documents and the performance consummation of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authoritythe transactions contemplated hereby and thereby, except for: (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and HSR Act; (ii) where the failure to obtain filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; (iii) the consents, notices or other actions set forth in Section 4.03(b)(iii) of the Seller Disclosure Schedules; and (iv) such consents, approvals, authorizations or permitsPermits, or to make such Governmental Orders, declarations, filings or notificationsnotices which would not, would not have a Parent Material Adverse Effectindividually or in the aggregate, reasonably be expected to be material to the Business.

No Conflicts; Consents. (a) The Except as set forth in Section 4.05 of the Company Disclosure Letter, the execution and delivery by the Company of this each Transaction Agreement by Xxxxxx does to which it is a party do not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b)Offer, the performance of this Agreement by Parent Merger and the other Transactions and compliance with the terms hereof and thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien (other than Permitted Liens) upon any Permitted Lien) on any material property of the properties or asset assets of Parent the Company or any Parent Company Subsidiary pursuant tounder, any material Contractprovision of (i) the Company Charter, exceptthe Company By-laws or the comparable charter or organizational documents of any Company Subsidiary, (ii) any Material Contract or (iii) subject to the filings and other matters referred to in the following sentence, any provision of any Order or Applicable Law applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the cases of clause (ii) or (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 4.05 of the Company Disclosure Letter, no Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to clauses the Company or any Company Subsidiary in connection with the execution, delivery and performance of any Transaction Agreement to which it is a party or the consummation of the Transactions, other than (iiA) compliance with and filings under the HSR Act, (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such approval is required by Applicable Law, and (iii), for any 3) such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, reports under Section 13 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under in connection with this Agreement and the rules other Transaction Agreements, the Offer, the Merger and regulations the other Transactions, (C) the filing of Nasdaq the Certificate of Merger with the Secretary of State of the State of Delaware and filing and recordation appropriate documents with the relevant authorities of appropriate merger documents the other jurisdictions in which the Company is qualified to do business, (D) such filings as may be required by in connection with the DGCLTaxes described in Section 7.07, and (iiE) where such other items as are set forth in Section 4.05 of the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectCompany Disclosure Letter.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Xxxxxx does Agreement, do not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b)Offer, the performance of this Agreement by Parent Merger and the other Transactions and compliance with the terms hereof will not (i) conflict with or violate the Parent Organizational Documentsnot, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the charter, exceptby-laws or other organizational documents of Parent or any of its subsidiaries, with respect (ii) any Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually and in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act, if any, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of The Commonwealth of Massachusetts, (iv) such filings as may be required in connection with the taxes described in Section 6.09, (v) compliance with and filings under the rules Laws of the European Union, Brazil, Germany, Ireland, Italy, the Netherlands and regulations of Nasdaq certain other foreign jurisdictions, in each case if and filing and recordation of appropriate merger documents as required by to the DGCLextent required, and (iivi) where such other items that, individually and in the failure to obtain such consentsaggregate, approvals, authorizations or permits, or to make such filings or notifications, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each Buyer Party of this Agreement by Xxxxxx does notand the Transaction Documents to which they are parties, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by the DGCL thereby, do not and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (iw) conflict with or violate result in a violation or breach of, or default under, any provision of the Parent Organizational Documentscertificate of incorporation, by-laws or other organizational documents of any such Buyer Party, (x) conflict with in any material respect or result in a material violation or breach of any provision of any Applicable Law or Order applicable to any Buyer Party, (y) except as set forth on Schedule 3.2, require any material consent, notice or other action by any Person under (i) any Contract to which any Buyer Party is a party, or (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or material Permit held by any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedBuyer Party, or (iiiz) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien (other than any Permitted Lien) on any material property Buyer Party or asset of Parent or any Parent Subsidiary pursuant to, any material Contracttheir respective assets, except, with respect to in the case of clauses (iix), (y) and (iiiz), for any such conflictsconflict, violationsbreach, breachesdefault, defaults acceleration, termination, modification, cancellation or other occurrences as Lien that would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on any such Buyer Party’s ability to consummate the Merger and/or the other transactions contemplated hereby, as applicable. (a) With respect to Guarantor and Operator, except (1) as set forth on Schedule 3.2(a), and (2) with respect to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no consent, approval, Permit, Order, declaration or filing with, or notice to any Governmental Authority is required by or with respect to Guarantor or Operator in connection with the execution, delivery and performance of this Agreement and the Transaction Documents by either Guarantor or Operator and the consummation of the transactions contemplated hereby and thereby by Guarantor or Operator. (b) The execution With respect to Parent and Merger Sub, except (1) as set forth Schedule 3.2(b) and (2) with respect to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, to the Knowledge of Parent no consent, approval, Permit, Order, declaration or filing with, or notice to any Governmental Authority is required by or with respect to Parent or Merger Sub in connection with the execution, delivery of this Agreement by Parent does not, and the performance of this Agreement and the Transaction Documents by Parent will notor Merger Sub and the consummation of the transactions contemplated hereby and thereby by Parent or Merger Sub, require it being agreed that (A) it is not contemplated hereby or thereby that Parent or Merger Sub shall be required to seek any consent, approval, licensePermit, permitOrder, franchisedeclaration or filing with, authorization or permit notice to any Governmental Authority to own the Business or Operating Assets and (B) it is only contemplated hereby and thereby that if the Gaming Board imposes any requirement described in clause (ii)(y) of Schedule 5.1(b)(i) and, as a result of such requirement, Parent or Merger Sub fail to obtain any Closing Gaming Approvals, such failure shall not result in, or be deemed a breach of, this Section 3.2 or filing with or notification to, give rise to a breach of any Governmental Authority, except (i) for applicable requirements, if any, covenant of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effectcontained in this Agreement.

No Conflicts; Consents. (a) The Except as set forth in Section 4.4(a) of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b) and Section 5.3(b) have been obtained or made, or have expired, the execution and delivery of this Agreement by Xxxxxx does not, the Company and subject to receipt the consummation by the Company of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent hereby will not (i) conflict with violate any applicable Law (including Data Protection Laws) to which the Company or violate the Parent Organizational Documentsits Subsidiaries are subject, (ii) assuming that all consentsconflict with, approvalsresult in a violation or breach of, authorizations and other actions described or constitute a default under, result in Section 4.06(b) have been obtained and all filings and obligations described the acceleration, termination or cancellation of or create in Section 4.06(b) have been madeany party the right to accelerate, conflict with terminate, adversely modify or violate cancel, or require any Law applicable to Parent notice, consent or payment under any Parent Subsidiary Company Material Contract, Company Benefit Plan, or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, Permit or (iii) result in violate the certificate of incorporation or bylaws or comparable governing documents, each as amended to the date of this Agreement, of the Company or any breach of or constitute a default (or an event whichits Subsidiaries, with notice or lapse of time or bothother than, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien clauses (other than any Permitted Lieni) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses and (ii) and (iii)above, for any such violations, conflicts, violations, breaches, defaults defaults, accelerations, terminations, cancellations, notices, consents, payments or other occurrences as rights that would not have a Parent Material Adverse EffectEffect and would not materially impair or prevent the ability of the Company to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) The No filings or registrations with, notifications to, or authorizations, consents or approvals of, a Governmental Entity (collectively, “Governmental Filings”) are required to be obtained or made by the Company or its Subsidiaries in connection with the execution and delivery of this Agreement by Parent does not, and the performance Company or the consummation by the Company of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authoritythe transactions contemplated hereby, except (i) for applicable requirements, if any, of compliance with and filings under the Exchange HSR Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where Governmental Filings set forth on Section 4.4(b) of the Company Disclosure Schedule, (iii) the filing of the Certificate of Merger in connection with the Merger in accordance with the DGCL and (iv) such other Governmental Filings, the failure of which to obtain such consents, approvals, authorizations be obtained or permits, or to make such filings or notifications, made would not have a Parent Material Adverse EffectEffect and would not materially impair or prevent the ability of the Company to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby.

No Conflicts; Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by Xxxxxx does Agreement, do not, and subject to receipt the consummation of the filing Transactions and recordation of appropriate merger documents as required by compliance with the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any material obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (other than any Permitted Lieni) on any material property or asset the Organizational Documents of Parent or any Parent Subsidiary, (ii) any Parent Permit or any Contract to which Parent or any Parent Subsidiary pursuant tois a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.4(b) and Section 6.3(a), any material ContractLaw applicable to Parent or the Parent Subsidiaries or their respective properties or assets, exceptother than, with respect to in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act and the Austrian Cartel Xxx 0000, if any(ii) the filing with the SEC of (A) the Proxy Statement, of (B) the Schedule 13E-3, and (C) such reports under the Exchange Act, state securities or “blue sky” laws Act and state takeover laws, such filings and consents the Securities Act as may be required under in connection with this Agreement or the rules Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary and regulations appropriate documents with the relevant authorities of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLother jurisdictions in which Parent or Merger Sub is qualified to do business, and (iiiv) where such other items that the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by CBS of this Agreement by Xxxxxx does not, and subject each Ancillary Agreement to receipt which it is a party and the consummation of the filing CBS Contribution and recordation of appropriate merger documents as required the other transactions contemplated hereby and thereby and compliance by CBS wit the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will thereof do not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation of, to loss of a material benefit under or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent CBS or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the certificate of incorporation or by-laws of CBS or any of its subsidiaries, except(ii) any Contract to which CBS or any of its subsidiaries is party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to CBS or any of its subsidiaries or their respective properties or assets, with respect to other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would have not had and could not reasonably be expected to have a Parent CBS Material Adverse Effect. . No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to CBS or any of its subsidiaries in connection with (bA) The execution the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require or any consent, approval, license, permit, franchise, authorization Ancillary Agreement or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, the consummation of the Exchange Act, state securities CBS Contribution or “blue sky” laws the other transactions contemplated hereby and state takeover laws, such filings and consents as may be required under thereby or (B) the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required conduct by the DGCL, and (ii) where Company of the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectBusiness following the Closing as conducted on the date hereof.

No Conflicts; Consents. (a) The execution and ---------------------- delivery by each of Parent and Sub of this Agreement by Xxxxxx does Agreement, do not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent other Transactions will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its Subsidiaries under, any material Contractprovision of (1) the charter or organizational documents of Parent or any of its Subsidiaries, except(2) any Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (3) subject to the filings and other matters referred to in Section 5.04(b), with respect any Judgment or Law applicable --------------- to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii2) and (iii)3) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would have not had and could not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Merger or the other Transactions, require any consentother than (1) compliance with and filings under the HSR Act and compliance with and filings under the applicable foreign merger control or competition Laws or regulations, approval, license, permit, franchise, authorization or permit of, or (2) the filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, the SEC of such reports under Section 13 of the Exchange Act, state securities or “blue sky” laws as may be required in connection with this Agreement, the Merger and state takeover lawsthe other Transactions, (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (4) such filings as may be required in connection with the Taxes described in Section 7.08 and consents as (5) such ------------ other items (i) that may be required under the rules and regulations applicable Law of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLany foreign country, and (ii) where required solely by reason of the failure participation of the Company (as opposed to obtain such consentsany third party) in the Transactions, approvals(iii) that, authorizations individually or permitsin the aggregate, or have not had and could not reasonably be expected to make such filings or notifications, would not have a Parent Material Adverse EffectEffect or (iv) as are set forth in the Parent Disclosure Letter.

No Conflicts; Consents. (a) The Assuming the delivery or receipt, as applicable, by Seller of the Consents set forth in Section 3.03(a) of the Seller Disclosure Schedule, the execution and delivery by Seller of this Agreement and each of the Other Transaction Documents to which it is specified to be a party and the consummation by Xxxxxx does Seller of the transactions contemplated hereby and thereby and the performance by Seller of its other obligations hereunder and thereunder do not or will not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consentsapplicable, approvalsconflict with, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not result in any (i) conflict with violation or violate the Parent Organizational Documentsdefault by Seller, (ii) assuming that all consentstermination, approvalscancellation or acceleration of any right or obligation of Seller, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in loss of any breach benefit of Seller or constitute a default (or an event which, with notice or lapse of time or both, would become a defaultiv) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien (other than any Permitted Lien) on upon any material property or asset of Parent or Seller under any Parent Subsidiary pursuant toprovision of (A) the organizational documents of Seller, (B) any material Contractcontract of Seller or (C) any Injunction or, exceptsubject to the Authorizations and Filings described in Section 3.03(b), with respect to applicable Law, other than, in the case of each of clauses (iiB) and (iiiC), for any such conflictsviolation, violationsdefault, breachestermination, defaults cancellation, acceleration, loss of benefit or other occurrences as creation of a Lien that would not have a Parent Material Adverse Effectreasonably be expected to materially adversely impact the ability of Seller to consummate the Transactions . (b) The No Authorization or Filing is required to be obtained or made by or with respect to Seller in connection with the execution and delivery of this Agreement or the Other Transaction Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Parent does notSeller with the terms and conditions hereof and thereof, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under by the rules and regulations HSR Act, (ii) as may be required solely by reason of Nasdaq and filing and recordation Purchaser’s or any of appropriate merger documents its Affiliates’ participation in the transactions contemplated by any of the Transaction Documents, (iii) as may be required by the DGCL, rules or regulations of any applicable securities exchange or listing authority and (iiiv) where such Authorizations or Filings, the absence of which, or the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, be made would not have a Parent Material Adverse Effectreasonably be expected to materially adversely impact the ability of Seller to consummate the Transactions .

No Conflicts; Consents. (a) The execution and delivery by CBS of this Agreement by Xxxxxx does not, and subject each Ancillary Agreement to receipt which it is a party and the consummation of the filing CBS Contribution and recordation of appropriate merger documents as required the other transactions contemplated hereby and thereby and compliance by CBS with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will thereof do not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation of, to loss of a material benefit under or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent CBS or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the certificate of incorporation or by-laws of CBS or any of its subsidiaries, except(ii) any Contract to which CBS or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to CBS or any of its subsidiaries or their respective properties or assets, with respect to other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would have not had and could not reasonably be expected to have a Parent CBS Material Adverse Effect. . No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to CBS or any of its subsidiaries in connection with (bA) The execution the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require or any consent, approval, license, permit, franchise, authorization Ancillary Agreement or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, the consummation of the Exchange Act, state securities CBS Contribution or “blue sky” laws the other transactions contemplated hereby and state takeover laws, such filings and consents as may be required under thereby or (B) the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required conduct by the DGCL, and (ii) where Company of the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectBusiness following the Closing as conducted on the date hereof.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer of this Agreement by Xxxxxx does notand the documents to be delivered hereunder, and subject to receipt the consummation of the filing transactions described herein, do not and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (i) violate or conflict with the certificate of incorporation, bylaws or violate the Parent Organizational Documents, other organizational documents of Buyer; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, violate or conflict with or violate any Law applicable to Parent Buyer (including, for the avoidance of doubt, federal and state securities Laws and regulations and the rules and regulations of the Nasdaq Stock Market or any Parent Subsidiary such other securities exchange or by quotation system upon which any property the securities of Buyer may be listed or asset of Parent or any Parent Subsidiary is bound or affected, quoted (the “Principal Market”)); or (iii) result violate or conflict with any permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights of Buyer. No consent, approval, waiver or authorization is required to be obtained by Buyer from any Person in any breach connection with the execution, delivery and performance by Buyer of or constitute a default (or an event whichthis Agreement and the documents to be delivered hereunder, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in carry out its obligations hereunder and to consummate the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effecttransactions described herein. (b) The execution and delivery of Except as specifically stated in this Agreement by Parent does not, and as required under the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization Securities Act or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws Laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as the Principal Market, Buyer is not required by the DGCL, and (ii) where the failure to obtain such consentsany consent, approvals, authorizations authorization or permitsorder of, or make any filing or registration with, any court or Governmental Entity or any regulatory or self-regulatory agency in order for it to make such filings execute, deliver or notificationsperform any of its obligations under or described herein in accordance with the terms hereof or thereof. Buyer has not received nor delivered any notices or correspondence from or to the Principal Market, would other than notices with respect to listing of additional Buyer Common Stock and other routine correspondence. The Principal Market has not have a Parent Material Adverse Effectcommenced any delisting proceedings against Buyer.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) The execution and delivery result in a violation or breach of this Agreement by Xxxxxx does not, and subject to receipt any provision of the filing and recordation articles of appropriate merger documents incorporation or by-laws of Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; or (c) except as required by the DGCL and set forth in Section 4.03(a) of the consentsDisclosure Schedules, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or of, constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Seller or the Business under, or result in the creation of a Lien (other than any Permitted Lien) Encumbrance on any material property or asset of Parent or any Parent Subsidiary the Purchased Assets pursuant to, any material Contractnote, exceptbond, with respect to clauses (ii) and (iii)mortgage, for any such conflictsindenture, violationsagreement, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approvallease, license, permit, franchise, authorization instrument, obligation or permit ofother Contract to which Seller is a party or by which Seller, the Business or the Purchased Assets may be bound or affected; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or filing with or notification notice to, any Governmental AuthorityAuthority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under as set forth in Section 4.03(b) of the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse EffectDisclosure Schedules.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx CE does not, and subject the execution and delivery by CE of each Other Transaction Document to receipt which it is, or is specified to be, a party will not, and the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by thereby and compliance with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toCE under, any material Contractprovision of (i) its certificate of incorporation or by-laws, except(ii) any Contract to which CE is a party or by which any of its properties or assets are bound or (iii) any judgment, with respect order, or decree, or, subject to the matters referred to in paragraph (b) below, statute, law, ordinance, rule or regulation applicable to CE or its properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not be reasonably likely to have a Parent Material Adverse Effectmaterial adverse effect on the ability of CE to consummate the Acquisition. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any No consent, approval, license, permit, franchise, order or authorization or permit of, or registration, declaration or filing with or notification towith, any Governmental AuthorityEntity is required to be obtained or made by or with respect to CE in connection with the execution, except delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as those that may be required under solely by reason of Seller’s or any Selling Affiliates’ (as opposed to any other third party’s) participation in the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required transactions contemplated hereby or by the DGCL, Other Transaction Documents and (ii) where the failure to obtain such consents, approvals, authorizations or licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make such filings which, individually or notificationsin the aggregate, would not be reasonably likely to have a Parent Material Adverse Effectmaterial adverse effect on the ability of CE to consummate the Acquisition.

No Conflicts; Consents. (a) The execution and delivery by each of this Parent and Sub of each Transaction Agreement by Xxxxxx does to which it is a party, do not, and subject to receipt the consummation of the filing Merger and recordation the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of appropriate merger documents as required by or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the DGCL and creation of any Lien upon any of the consentsproperties or assets of Parent or any Parent Subsidiary under, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance any provision of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational DocumentsCharter, Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other actions described matters referred to in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made4.3(b), conflict with any Judgment or violate any Applicable Law applicable to Parent or any Parent Subsidiary or by which any property their respective properties or asset of Parent or any Parent Subsidiary is bound or affectedassets except, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit No material Consent of, or registration, declaration or filing with or notification towith, any Governmental AuthorityEntity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, except delivery and performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) for applicable requirementscompliance with and filings under the HSR Act, if any, (ii) the filing with the SEC of such reports under Sections 13 and 16 of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required in connection with this Agreement and the other Transaction Agreement, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Louisiana, (iv) such filings as may be required in connection with transfers of property under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLapplicable Environmental Laws, and (iiv) where such other items required solely by reason of the failure participation of the Company (as opposed to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effectany third party) in the Transactions.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Xxxxxx does Purchaser and each Purchaser Designee of each Ancillary Agreement to which it is, or is specified to be, a party will not, and subject to receipt the consummation of the filing Acquisition and recordation of appropriate merger documents as required the other transactions contemplated hereby and thereby and compliance by Purchaser and each Purchaser Designee with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not conflict with any provision of (i) conflict with the organizational documents of Purchaser or violate the Parent Organizational Documentsany Purchaser Designee, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable Contract to Parent which Purchaser or any Parent Subsidiary Purchaser Designee is a party or by which any property of their respective properties or asset of Parent or any Parent Subsidiary assets is bound or affected, or (iii) result in any breach Judgment or Law applicable to Purchaser, any Purchaser Designee or any of their respective properties or constitute a default (or an event whichassets, with notice or lapse of time or bothother than, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breacheshave not had and are not reasonably likely to result in a material adverse effect on the ability of Purchaser to consummate the Acquisition (a "Purchaser Material Adverse Effect"). No Consent of or registration, defaults declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any Purchaser Designee in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Acquisition or the other occurrences as would transactions contemplated hereby and thereby, other than (A) compliance with and filings under the HSR Act, the GARC and other applicable competition Laws and (B) those the failure of which to be obtained or made, individually or in the aggregate, have not have had and are not reasonably likely to result in a Parent Purchaser Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does Seller do not, and subject to receipt the execution and delivery of the filing Other Transaction Documents by Seller and recordation of appropriate merger documents as required by the DGCL Selling Affiliates specified to be parties thereto will not, and the consummation of the consents, approvals, authorizations or permits, filings transactions contemplated hereby and notifications contemplated by Section 4.06(b), thereby and compliance with the performance of this Agreement by Parent terms and conditions hereof and thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both) , would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofloss of a material benefit under, or result in the creation of a Lien any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind (other than "Liens") upon any Permitted Lienof the Acquired Assets under, any provision of (i) on the articles of incorporation, as amended or by-laws (or the comparable governing instruments) of Seller, (ii) any material property Contract, or asset (iii) any judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of Parent paragraph (b) below, Applicable Law applicable to Seller or any Parent Subsidiary pursuant toSelling Affiliate or the Acquired Assets, any material Contractother than, except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not be reasonably likely to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any No material consent, approval, license, permit, franchise, order or authorization or permit of, or registration, declaration or filing with or notification towith, any Governmental AuthorityEntity is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the execution, except delivery and performance of this Agreement, the Other Transaction Documents or the consummation of the transactions contemplated hereby or thereby other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as those that may be required under solely by reason of Purchaser's or any Affiliate of Purchaser's (as opposed to any other third party's) participation in the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required -transactions contemplated hereby or by the DGCL, Other Transaction Documents and (ii) where the failure to obtain such consents, approvals, authorizations or licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make such filings or notificationsobtain which, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by Xxxxxx does do not, and subject to receipt the consummation of the filing Transactions and recordation of appropriate merger documents as required by compliance with the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any material obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (other than i) the Organizational Documents of Parent, (ii) any Permitted Lien) on Parent Permit or any material property or asset of Contract to which Parent or any Parent Subsidiary pursuant tois a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.4(b) and Section 6.4(a), any material ContractLaw applicable to Parent or the Parent Subsidiaries or their respective properties or assets, exceptother than, with respect to in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act, if any, (ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under the Exchange Act, state securities or “blue sky” laws Act and state takeover laws, such filings and consents the Securities Act as may be required in connection with this Agreement or the Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, (iv) compliance with the applicable requirements under the rules and regulations NISPOM, (v) compliance with the applicable requirements under ITAR, (vi) compliance with the applicable requirements of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, Governmental Entity Acquisition Systems and (iivii) where such other items that the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is or will be a party, the performance by Seller of its obligations hereunder and thereunder, the consummation by Seller of the transactions contemplated hereby and thereby, and the compliance by Seller with any of the provisions hereof and thereof, does not and shall not: (a) The result in a violation or breach of any provision of the Amended and Restated Articles of Incorporation or Bylaws of Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, any of its properties, assets (including the Purchased Assets) or securities or the Business; (c) except as set forth in Section 4.03 of the Disclosure Schedules and with such exceptions as, individually and in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or give rise to any right to accelerate, terminate, modify or cancel, or require and consent under, any Material Contract to which Seller is a party or by which it or any of its assets are otherwise subject; (d) result in the imposition of all Encumbrances, other than Permitted Encumbrances, upon any Purchased Asset; or (e) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (a) through (d) of this Section 4.03. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement by Xxxxxx does not, and subject to receipt or any of the filing other Transaction Documents and recordation of appropriate merger documents as required by the DGCL and consummation of the consentstransactions contemplated hereby and thereby, approvals, authorizations except for such filings or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described consents set forth in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, 4.03 of the Exchange Act, state securities or “blue sky” laws Disclosure Schedules and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permitsPermits, or to make such Governmental Orders, declarations, filings or notificationsnotices which, would individually or in the aggregate, do not have have, and are not reasonably likely to have, a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in SCHEDULE 3.3, the execution and delivery by the Corporation of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent will hereby does not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to others any increase payment, loss of a material benefit, a requirement of prepayment or offer to purchase any debt, a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation, or result in the creation of a any Lien (other than any a Permitted Lien) on upon any material property of the assets owned or asset of Parent used by the Corporation or any Parent Subsidiary pursuant toof its Subsidiaries under, any material Contractprovision of (a) the Certification of Incorporation or By-Laws, except(b) any Contract to which the Corporation or any Subsidiary is a party or (c) any judgment, with respect writ, injunction, order or decree ("Judgment") or Applicable Law applicable to the Corporation, other than, in the case of clauses (iib) and (iii)c) above, for any such conflicts, violations, breachesdefaults, defaults rights or other occurrences as Liens that, individually or in the aggregate, would not have a Parent Material Adverse Effect. (b) The execution Except as set forth in SCHEDULE 3.3, no material consent, approval, Permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Corporation or any of its Subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the transactions contemplated hereby, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of compliance with and filings under the Exchange HSR Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where compliance with and filings and notifications under applicable Environmental Laws, (iii) those the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect, (iv) those that have been obtained, (v) those that may be required solely by reason of Newco's (as opposed to any other third party's) participation in the transactions contemplated hereby and (vi) filings required pursuant to the indenture governing the Existing Notes or applicable securities laws.

No Conflicts; Consents. (a) The execution execution, delivery and delivery ---------------------- performance by such Seller of this Agreement by Xxxxxx does not, each Transaction Document to which such Seller is a party and subject to receipt the consummation of the filing Contemplated Transactions to which such Seller is a party do not and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with violate any provision of the articles of organization or violate operating agreement of the Parent Organizational Documents, Company; (ii) assuming that all consentsto the knowledge of such Seller, approvalsrequire such Seller, authorizations the Company or any Affiliate of such Seller or the Company to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body authorized to regulate the provision of telecommunication services (a "Regulatory Body"), --------------- except as set forth on Schedule 4.16; (iii) require such Seller, the Company or ------------- any Affiliate of such Seller or the Company to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any other person (which term, for purposes of this clause, shall with respect to Governmental Bodies, be limited to the United States, Japan and other actions described any political subdivision thereof), except as set forth on Schedule 4.8 and except where the ------------ failure to obtain any such consent, approval or waiver, or to make any such filing, or give any such notice would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business; (iv) to the knowledge of such Seller, require such Seller, the Company or any Affiliate of such Seller or the Company to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any person not referred to in Section 4.06(bclauses (ii) or (iii), except as set forth on Schedule 4.8 and except where the failure to obtain any such consent, ------------ approval or wavier, or to make any filing, or give any such notice would not reasonably be expected to have been a Material Adverse Effect on the Condition of the Business; (v) if the Seller Consents are obtained and all filings and obligations described in Section 4.06(b) have been madeprior to Closing, violate, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any a breach or Default under (after the giving of or constitute a default (or an event which, with notice or lapse the passage of time or both, would become a default) under), or give permit the termination of, any Contract to others which the Company or TelePassport Network K.K. is a party or by which the Company or TelePassport Network K.K. or any right of termination, amendment, acceleration the Company's or cancellation ofTelePassport Network K.K.'s assets may be bound or subject, or result in the creation of a any Lien (other than upon the assets of the Company or TelePassport Network K.K. pursuant to the terms of any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material such Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain any such Seller Consent would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business; (vi) to the knowledge of such Seller, if the Seller Consents are obtained prior to Closing, violate any Law or Order of any Regulatory Body against, or binding upon, the Company or TelePassport Network K.K.; or (vii) if the Seller Consents are obtained prior to Closing, violate any other Law or Order of (A) the United States, Japan or any political subdivision thereof, or (B) to the knowledge of such Seller, any other Governmental Body against, or binding upon, the Company or TelePassport Network K.K., except where any violation of any such Law or Order would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business. As used in this Agreement, consents, approvalsapprovals and waivers described in subsections (ii), authorizations or permits, or (iii) and (iv) above shall be collectively referred to make such filings or notifications, would not have a Parent Material Adverse Effect.herein as "Seller Consents". ---------------

No Conflicts; Consents. (a) The execution execution, delivery, performance and delivery observance of this Agreement by Xxxxxx does notand the other Loan Documents, and subject to receipt the issuance of the filing Notes, the Warrants and recordation of appropriate merger documents as required by the DGCL and shares issuable upon exercise of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b)Warrants, the performance of this Agreement by Parent borrowings under the Funding Agreements and Reimbursement Obligations hereunder do not and will not (i) conflict with violate, contravene or violate result in any breach or constitute any default under any Requirements of Law, any Organizational Document or any material Contractual Obligation of the Parent Organizational DocumentsBorrower, (ii) assuming that all consentsviolate, approvals, authorizations and other actions described contravene or result in Section 4.06(bany breach or constitute any default under (x) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Requirements of Law applicable to Parent or any Parent Contractual Obligation of any Subsidiary of the Borrower, except to the extent any such violation, contravention, breach or by which any property default, individually or asset of Parent or any Parent Subsidiary is bound or affectedin the aggregate, could not reasonably be expected to have a Material Adverse Effect, or (y) any Organizational Document of any Subsidiary of the Borrower, (iii) result in or require the creation of any breach Lien upon any of its revenues, properties or constitute a default (assets pursuant to any Requirements of Law or an event whichContractual Obligation, with notice or lapse of time or both, would become a default) underexcept for Liens created by the Security Documents, or give to others any right of termination, amendment, acceleration (iv) require the consent or cancellation approval of, or result any notice to or filing with, any Governmental Authority, any Equity Owner of the Borrower or any other Person other than those items set forth in Schedule 6.6 to the Information Certificate or, in the creation case of a Lien (other than any Permitted Lien) on any material property or asset an Additional Guarantor, in the applicable Subsidiary Joinder Agreement, each of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) which has been obtained and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effectis in full force and effect. (b) The execution use of the proceeds from the Advances do not and delivery will not (i) violate, contravene or result in any breach or constitute any default under (x) any Requirements of this Agreement Law or any Contractual Obligation of the Borrower or any of its Subsidiaries, except to the extent any such violation, contravention, breach or default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, or (y) any Organizational Document of the Borrower or any of its Subsidiaries, (ii) result in or require the creation of any Lien upon any of its revenues, properties or assets pursuant to any Requirements of Law or Contractual Obligation, except for Liens created by Parent does notthe Security Documents, and or (iii) require the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization consent or permit approval of, or any notice to or filing with or notification towith, any Governmental Authority, except (i) for applicable requirements, if any, any Equity Owner of the Exchange ActBorrower or any other Person other than those items required as of the Principal Instrument Delivery Date or, state securities to the Knowledge of the Borrower, required thereafter, in each case as set forth on Schedule 6.6 to the Information Certificate (collectively, together with any consents or approvals described in clause (a)(iii) above, “blue sky” laws Required Consents”), each of which has been obtained and state takeover lawsis in full force and effect (or, such filings in the case of those required after the Principal Instrument Delivery Date, will be obtained when so required and consents as may will thereafter be required under the rules in full force and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effecteffect).

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does Purchaser do not, the execution and delivery by Purchaser of each Other Transaction Document to which it is a party will not, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required thereby and compliance by Purchaser with the DGCL terms and of the consents, approvals, authorizations or permits, filings conditions hereof and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of breach, violation or infringement of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, require consent, or give rise to others any a right of termination, cancellation, amendment, modification or acceleration of any obligation or cancellation ofto loss of a benefit under, or result in the creation of a Lien (other than any Permitted Lien) on Liens upon any material property of the properties, rights or asset assets of Parent or any Parent Subsidiary pursuant toPurchaser under, any material Contractprovision of (i) the Governing Documents of Purchaser, except(ii) any Contract to which Purchaser is a party or by which any of their respective properties or assets are bound, with respect or (iii) any Injunction or, subject to the matters referred to in paragraph (b) below, applicable Law, other than, in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not have be reasonably likely to result in a Parent Purchaser Material Adverse Effect. (b) The No Consent of, Filing with, or notification to, any Governmental Entity is required to be obtained or made by or with respect to Purchaser in connection with the execution and delivery of this Agreement or the Other Transaction Documents to which it is a party, the consummation of the Acquisition, the Restructuring and the other transactions contemplated hereby or thereby or the compliance by Parent does notPurchaser with the terms and conditions hereof and thereof, other than (i) compliance with and Consents and Filings under the HSR Act, (ii) Consents of, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification toFilings with, any Governmental Authority, except (iEntity that are set forth in Section 3.01(c) for applicable requirements, if any, of the Exchange ActSeller Disclosure Schedule, state securities or “blue sky” laws and state takeover laws, such filings and consents as (iii) those that may be required under solely by reason of Seller’s or any Affiliate of Seller’s (as opposed to any other third party’s) participation in the transactions contemplated hereby or by the Other Transaction Documents, (iv) compliance with and Filings or notices required by the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, any applicable securities exchange and (iiv) where such other Consents the absence of which, or other Filings the failure to make or obtain such consentswhich, approvals, authorizations individually or permits, or to make such filings or notificationsin the aggregate, would not have be reasonably likely to result in a Parent Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each Seller of this Agreement the Transaction Documents to which it is a party and the consummation by Xxxxxx does each Seller of the Transaction do not and will not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consentsapplicable, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) violate or conflict with or violate the Parent Organizational Documentsany organizational documents of such Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madeviolate, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any a breach of of, or constitute a default by (or create an event which, with notice or lapse of time or both, would become constitute a defaultdefault by) undersuch Seller, or give rise to others any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofloss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Transferred Equity Interests under any Material Contract, (iii) subject to the matters described in Section 3.04(b), violate or result in a Lien breach of any Governmental Order or Law applicable to any of the Transferred Entities, (iv) require the consent, waiver or approval of or require any notification to the party to any Contract to which any of the Transferred Entities is a party to or by which any of their respective properties or assets (whether tangible or intangible) are bound in connection with the Transaction, or cause any such Contract not to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of and benefits to, the Transferred Entities under such Contract from and after the Closing, or (v) prevent any of the Transferred Entities from exercising all of its rights under any Contract to which such Transferred Entity is a party or by which any of its respective properties or assets (whether tangible or intangible) are bound, or require the payment of any additional amounts or consideration other than any Permitted Lien) ongoing fees, royalties or payments which the Transferred Entities would otherwise be required to pay pursuant to the terms of such Contract had the Transaction not occurred, except as set forth on any material property or asset Section 3.04 of Parent or any Parent Subsidiary pursuant tothe Disclosure Letter and, any material Contract, except, with respect to in the case of clauses (ii) and ), (iii), for any such conflicts, violations, breaches, defaults or other occurrences (iv) and (v) except as would not have have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit No consent of, or registration, declaration, notice or filing with or notification towith, any Governmental Authority, except (i) for applicable requirementsincluding filings under the HSR Act, if any, is required to be obtained or made by any member of the Exchange ActSeller Group in connection with the execution, state securities delivery and performance of the Transaction Documents to which it is a party or “blue sky” laws the consummation of the transactions contemplated hereby and state takeover lawsthereby, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain other than such consents, approvalsregistrations, authorizations declarations, notices or permitsfilings that, or to make such filings or notificationsif not obtained, would not have have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution Assuming all Governmental Filings and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations waiting periods described in or permits, filings and notifications contemplated by Section 4.06(b4.4(b), Section 4.4(d) and Section 5.3(b) have been obtained or made, or have expired, the execution, delivery and performance of this Agreement and the other Transaction Agreements by Parent Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby will not not, directly or indirectly, with or without notice, lapse of time, or both, (i) conflict with with, result in a breach or violate violation of, constitute a default under, result in the Parent Organizational Documentsacceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under (A) any applicable Law or Governmental Order to which Purchaser is subject or (B) any material Contract of Purchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien any Encumbrance (other than any Permitted LienEncumbrance) on any material property of the properties, rights or asset assets of Parent Purchaser or any Parent Subsidiary pursuant to(iii) conflict with, breach or violate the certificate of incorporation or bylaws, each as amended, of Purchaser, other than, in the case of clause (i) above, any material Contractsuch violations, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, accelerations, terminations, cancellations, rights or other occurrences as Encumbrances that would not have a Parent Material Adverse Effectreasonably be expected to materially impair or delay Purchaser’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby. (b) The execution No Governmental Filings are required to be obtained or made by Purchaser in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement and the other Transaction Agreements by Parent will not, require any consent, approval, license, permit, franchise, authorization Purchaser or permit of, the consummation by Purchaser of the transactions contemplated hereby or filing with or notification to, any Governmental Authoritythereby, except (i) for applicable requirements, if any, of compliance with and filings under the Exchange HSR Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where Governmental Filings set forth on Section 5.3(b) of the Purchaser Disclosure Schedule and (iii) such other Governmental Filings, the failure of which to obtain such consents, approvals, authorizations be obtained or permits, or to make such filings or notifications, made would not have a Parent Material Adverse Effectreasonably be expected to materially impair or delay Purchaser’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby.

No Conflicts; Consents. (a) The execution and delivery by RCCC of this Agreement by Xxxxxx does not, and subject to receipt the consummation of Transactions and compliance with the filing and recordation of appropriate merger documents as required by the DGCL and of the consentsterms hereof will not, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madecontravene, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) Default under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a Lien any Encumbrance upon any of the properties or assets of RCCC under, any provision of (other than any Permitted Lieni) on the RCCC Articles of Incorporation or RCCC Bylaws, (ii) any material property Contract to which RCCC is a party or asset by which any of Parent its properties or any Parent Subsidiary pursuant toassets is bound or (iii) subject to the filings and other matters referred to in Section 6.6(b), any material ContractGovernmental Order or material Law applicable to RCCC or its properties or assets, exceptother than, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent RCCC Material Adverse Effect. (b) The execution No Permit from, any Governmental Authority is required to be obtained or made by or with respect to RCCC in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, the consummation of the Exchange ActTransactions, other than filings under state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under in connection with this Agreement and the rules Transactions. (c) The Board of Directors of RCCC has taken and regulations will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Sections 78.411 through 78.444 of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLNevada Revised Statutes are, and (ii) where will be, inapplicable to the failure execution, delivery and performance of this Agreement and to obtain such consentsthe consummation of the Transactions. No other Takeover Statute applies or purports to apply to the issuance of the Exchange Shares, approvals, authorizations this Agreement or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effectany of the Transactions.

No Conflicts; Consents. (a) The execution Assuming all Governmental Filings and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations waiting periods described in or permits, filings and notifications contemplated by Section 4.06(b5.4(b), Section 4.4(b) and Section 6.3(b) have been obtained or made, or have expired, the execution, delivery and performance of this Agreement and the other Transaction Agreements by Parent Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby will not (i) conflict with violate any applicable Law or violate the Parent Organizational DocumentsGovernmental Order to which Purchaser is subject, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwithout notice, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become conflict with, result in a default) under, violation or give to others any right of termination, amendment, acceleration or cancellation breach of, or constitute a default under, result in the acceleration, termination or cancellation of or create in any party the right to accelerate, terminate or cancel any material Contract to which Purchaser or any of its Subsidiaries is a party or by which any of their respective properties, rights or assets is bound, (iii) result in the creation of a Lien any Encumbrance (other than any Permitted LienEncumbrance) on any material property properties, rights or asset assets of Parent Purchaser or any Parent Subsidiary pursuant to(iv) violate the certificate of incorporation or bylaws or comparable governing documents, any material Contracteach as amended to the date of this Agreement, exceptof Purchaser, with respect to other than, in the case of clauses (i), (ii) and (iii)) above, for any such violations, conflicts, violations, breaches, defaults defaults, accelerations, terminations, cancellations, rights or other occurrences as Encumbrances that would not have a Parent Material Adverse Effectreasonably be expected to materially impair or delay the Purchaser’s ability to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) The execution No Governmental Filings are required to be obtained or made by Purchaser in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization the Company or permit of, or filing with or notification to, any Governmental Authority, the consummation by Purchaser of the transactions contemplated hereby except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws compliance with and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and HSR Act; (ii) where Governmental Filings set forth on Section 6.3(b) of the Purchaser Disclosure Schedule; and (iii) such other Governmental Filings, the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permitsbe material to the Company and its Subsidiaries, or to make such filings or notificationstaken as a whole, and would not have a Parent Material Adverse Effectbe expected to materially impair or delay the ability of Purchaser to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. (ai) The execution and delivery by the Company of this Agreement by Xxxxxx does do not, and subject to receipt of compliance with the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of a Lien any pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (other than collectively, “Liens”) upon any Permitted Lien) on any material property of the properties or asset assets of Parent the Company or any Parent Subsidiary pursuant toof its subsidiaries (the “Company Subsidiaries”) under, any material provision of (i) the Charter, the Bye-laws or the comparable organizational documents of any Company Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in paragraph (3)(ii) below, exceptany Law applicable to the Company or any Company Subsidiary or their respective properties or assets, with respect to other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of the Company to comply with the terms of this Agreement. (bii) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any No consent, approval, license, permit, franchise, order or authorization or permit (“Consent”) of, or registration, declaration or filing with with, or notification topermit from, any Governmental AuthorityEntity, except is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the compliance with the terms hereof, other than (i) for applicable requirements, if any, the filing with the SEC of such reports under the Exchange ActAct as may be required in connection with this Agreement, state securities or “blue sky” laws and state takeover laws, (ii) such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, NYSE and (iiiii) where such other items that the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of the Company to comply with the terms of this Agreement.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Buyer and Guarantor of this Agreement by Xxxxxx does notand the other Transaction Documents to which they are a party, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required by the DGCL thereby, do not and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (i) conflict with or violate result in a violation or breach of, or default under, any provision of the Parent Organizational Documents, Documents of Buyer of Guarantor; (ii) assuming that all consents, approvals, authorizations and other actions described compliance with the matters referred to in Section 4.06(b4.02(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate result in a violation or breach of any Law provision of any applicable Laws or Governmental Order applicable to Parent Buyer or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, Guarantor; or (iii) require the consent, notice or other action by any Person under, conflict with, result in any a violation or breach of or of, constitute a default (or an event whichthat, with or without notice or lapse of time or both, would become constitute a default) default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Buyer or Guarantor is a Lien (other than party or by which Buyer or Guarantor are bound or to which any Permitted Lien) on any material property or asset of Parent their properties and assets are subject or any Parent Subsidiary pursuant toPermit affecting the properties, any material Contractassets or business of Buyer or Guarantor, except, with respect to clauses (ii) and in the case of clause (iii)) above, for any such conflictsmatter that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as has not and would not have a Parent Material Adverse Effectreasonably be expected to result in material Liability to Buyer or Guarantor or materially impair the operations of Buyer or Guarantor or prevent or materially delay Buyer or Guarantor from consummating the transactions contemplated by this Agreement. (b) The Except for (i) compliance with, and filings under the Exchange Act and the rules and regulations of all applicable securities exchanges, (ii) filings, reports, approvals and/or notices under the HSR Act and (iii) the Gaming Approvals, no consent, approval, Permit or Governmental Order from, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer or Guarantor in connection with the execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, other Transaction Documents and the consummation of the Exchange Acttransactions contemplated hereby and thereby. No vote of the holders of ownership interests of Buyer or Guarantor are necessary pursuant to applicable Law, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq all applicable securities exchanges, the charter documents of either Buyer or Guarantor or otherwise to approve this Agreement and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effecttransactions contemplated hereby.

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery of this Agreement by Xxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent Fermat nor the execution, delivery and performance of the Acquisition Documents by Fermat and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Fermat and its applicable Subsidiaries with the terms hereof and thereof, will not (i) conflict with violate any provision of the certificate of incorporation or violate the Parent Organizational Documentsbylaws (or other comparable governing documents) of such Person, (ii) assuming that all consentsconflict with, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with require consent or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectednotification under, or (iii) result in any violation or breach of of, or constitute a default (with or an event which, with without notice or lapse of time or both, would become ) a default) default under, or give rise to others any right of termination, amendmentcancellation, modification, notification or acceleration of any obligation under any H&N Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or cancellation of(b)(iii) below, violate any Judgment or Law applicable to any of Fermat, its applicable Subsidiaries, the Acquired H&N Assets, the H&N Business or any H&N Business Permit or (iv) result in the creation of a Lien (any Lien, other than Permitted Liens, upon any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant tothe Acquired H&N Assets, any material Contract, except, with respect to except in the case of clauses (ii), (iii) and (iii), iv) for any such conflicts, violations, breaches, defaults or other occurrences as defaults, terminations, cancellations, accelerations, losses and Liens that would not have constitute a Parent H&N Business Material Adverse Effect. (b) The execution No Approval of any Governmental Entity is required to be obtained or made by or with respect to Fermat or the Acquired H&N Assets in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the H&N Acquisition and the other transactions contemplated hereby, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for in respect of any applicable requirementsAntitrust Laws, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where filings to transfer Permits and Environmental Permits required for the failure to obtain operation of the H&N Business and (iii) such consents, waivers, approvals, authorizations or permitslicenses, or to make such authorizations, Permits, filings or notificationsnotifications which, if not obtained or made, would not have constitute a Parent H&N Business Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by Xxxxxx does do not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL other Transactions and of compliance with the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the organizational documents of Parent, exceptMerger Sub or any of Parent’s subsidiaries, with respect (ii) any Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any Judgment or Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for compliance with and filings under the HSR Act, (ii) compliance with and filings under the applicable requirementsrequirements of Foreign Antitrust Laws, if any, (iii) compliance with and filings under the applicable requirements of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under in connection with this Agreement, the rules Merger and regulations the other Transactions, (iv) the filing of Nasdaq and filing and recordation the Articles of appropriate merger documents as required by Merger with the DGCL, Department of State of the Commonwealth of Pennsylvania in accordance with the provisions of the PBCL and (iiv) where such other items (A) required solely by reason of the participation of the Company (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent hereby will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent the Company or any Parent of its Subsidiaries under, any provision of (i)(A) the Company Charter Documents or (B) the comparable charter or organizational documents of any Subsidiary pursuant toof the Company, (ii) any Company Material Contract, or (iii) subject to the filings and other matters referred to in Section 3.5(b), any material ContractLaw applicable to the Company or any of its Subsidiaries or their respective properties or assets other than, exceptin the case of clauses (i)(B), with respect to clauses (ii) and or (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. (b) The execution and delivery of this Agreement by Parent the Company does not, the consummation of the transactions contemplated hereby and the performance of this Agreement and the transactions contemplated hereby by Parent the Company will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or any third party, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or Laws (“blue sky” laws and state takeover lawsBlue Sky Laws”), such filings and consents as may be the Gaming Requirements, the requirements of any Governmental Entity under applicable Antitrust Laws, the required under approvals of this Agreement by the Company’s stockholders pursuant to the DGCL, the rules and regulations of Nasdaq and the NYSE, the filing and recordation of the appropriate merger documents as required by the DGCL, and such other filings, notices, permits, authorizations, consents or approvals as may be required by reason of the status of Parent, Merger Sub or their Affiliates, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Xxxxxx does Agreement, do not, and the consummation of the Merger and compliance with the terms hereof will not, 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, 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 Lien upon any of the properties or assets of Parent or any Parent Subsidiary under, any provision of (i) the charter, by-laws or other organizational documents of Parent or any of its subsidiaries, (ii) any Contact to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by other matters referred to in Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with any Judgment or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property their respective properties or asset of Parent or any Parent Subsidiary is bound or affectedassets, or (iii) result in any breach of or constitute a default (or an event whichother than, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually and in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of the Parent Subsidiary in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Merger, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementsif required, if anycompliance with and filings under the HSR Act, (ii) the filing with the SEC of such reports under the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents Act as may be required under in connection with this Agreement and the rules and regulations Merger, (iii) the filing of Nasdaq and filing and recordation the Certificate of appropriate merger documents Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required by in connection with the DGCLTaxes described in Section 6.10, and (iiv) where such other items that, individually and in the failure to obtain such consentsaggregate, approvals, authorizations or permits, or to make such filings or notifications, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Xxxxxx does and the Escrow Agreement (as applicable), 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 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 Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent or any of its subsidiaries, (ii) any material Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound, or (iii) subject to receipt the filings and other matters referred to in Section 4.04(b), any material Judgment or Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions other than (i) compliance with and filings under the HSR Act, (ii) the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not (i) conflict with or violate the Parent Organizational DocumentsNYBCL, (iiiii) assuming that all consentscompliance with and such filings as may be required under applicable environmental Laws, approvals, authorizations and other actions (iv) such filings as may be required in connection with the Taxes described in Section 4.06(b6.07, and (v) have been obtained and all filings and obligations described such other items (A) that may be required under any applicable foreign Law, (B) that are required solely by reason of the participation of the Company (as opposed to any third party) in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, the Transactions or (iiiC) result in any breach of that, individually or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant toaggregate, any material Contract, except, with respect to clauses (ii) have not had and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Schedule 3.3, the execution and delivery by ------------ the Corporation of this Agreement by Xxxxxx does not, and subject to receipt the consummation of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications transactions contemplated by Section 4.06(b), the performance of this Agreement by Parent will hereby does not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to others any increase payment, loss of a material benefit, a requirement of prepayment or offer to purchase any debt, a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation, or result in the creation of a any Lien (other than any a Permitted Lien) on upon any material property of the assets owned or asset of Parent used by the Corporation or any Parent Subsidiary pursuant toof its Subsidiaries under, any material Contractprovision of (a) the Certificate of Incorporation or By-Laws, except(b) any Contract to which the Corporation or any Subsidiary is a party or (c) any judgment, with respect writ, injunction, order or decree ("Judgment") or Applicable Law applicable to the Corporation, other than, in the case of clauses (iib) and (iii)c) above, for any such conflicts, violations, breachesdefaults, defaults rights or other occurrences as Liens that, individually or in the aggregate, would not have a Parent Material Adverse Effect. (b) The execution Except as set forth in Schedule 3.3, no material consent, ------------ approval, Permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Corporation or any of its Subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the transactions contemplated hereby, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of compliance with and filings under the Exchange HSR Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where compliance with and filings and notifications under applicable Environmental Laws, (iii) those the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect, (iv) those that have been obtained, (v) those that may be required solely by reason of Newco's (as opposed to any other third party's) participation in the transactions contemplated hereby and (vi) filings required pursuant to the indenture governing the Existing Notes or applicable securities laws.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by Xxxxxx does do not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by the DGCL other Transactions and of compliance with the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation ofloss of a material benefit under, or result in the creation of a any Lien (other than upon any Permitted Lien) on any material property of the properties or asset assets of Parent or any Parent Subsidiary pursuant toof its subsidiaries under, any material Contractprovision of (i) the organizational documents of Parent or Merger Sub, except(ii) any Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), with respect any Judgment or Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act and any Foreign Merger Control Law, if any(ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under the Securities Act or the Exchange Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Exchange ActCertificate of Merger with the Secretary of State of the State of Delaware, state securities or “blue sky” laws and state takeover laws, (iv) such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation the New York Stock Exchange, (v) applicable requirements in accordance with foreign qualification, state securities or “blue sky” laws of appropriate merger documents various states, (vi) such filings as may be required by the DGCLin connection with Transfer Taxes described in Section 5.10, and (iivii) where such other items that the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Xxxxxx does notExcept for the items listed on Schedule 2.1.6(a) (the “Required Consents”), and subject the requisite consent from the FCC to receipt permit the consummation of the filing and recordation transactions contemplated hereby (the “FCC Consent”), compliance with the requirements of appropriate merger documents the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any required approvals of or notices to the CPUC, any post-Closing notifications required by the DGCL FCC or any required approvals of or notices to Buyer, no authorization, approval or consent of, and of no registration or filing with or notice to, any governmental or regulatory official, body or authority, any counter-party to any Contract or any other Person is required in connection with the consentsexecution, approvals, authorizations delivery or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not Sellers and SWC. For each Required Consent, Schedule 2.1.6 (a) specifies whether the Required Consent consists of (i) conflict with a governmental filing, approval or violate the Parent Organizational Documentsregistration, (ii) assuming a contractual notice, or (iii) a contractual consent. (b) Upon the receipt of the FCC Consent and any approval of the CPUC that all consentsmay be required, approvalsthe giving of any notices to the CPUC that may be required, authorizations compliance with the applicable requirements of the HSR Act and the receipt or giving of the Required Consents, the execution, delivery and performance of this Agreement and the other actions described in Section 4.06(b) have been obtained Transaction Documents by Sellers and all filings SWC do not and obligations described in Section 4.06(b) have been madewill not violate, conflict with or violate result in the breach of any Law term, condition or provision of, or require the consent of any other Person under, (a) any existing law, ordinance, or governmental rule or regulation to which either Seller, SWC, any of the Assets or the Business is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Parent either Seller, SWC, any of the Assets or the Business, (c) the Bylaws or the certificate of incorporation of SWW, (d) the Operating Agreement of West Coast, (e) the bylaws or the certificate of incorporation of SWC, or (f) any Parent Subsidiary mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization, or other instrument, document or understanding, oral or written, to which either Seller or SWC is a party or subject, by which either Seller or SWC may have rights or by which any property or asset of Parent or any Parent Subsidiary is the Assets may be bound or affected, or (iii) result in give any breach party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of either Seller or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not have a Parent Material Adverse EffectSWC thereunder. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement and each of the Other Transaction Documents to which it is specified to be a party and the consummation by Xxxxxx does Purchaser of the transactions contemplated hereby and thereby and the performance by Purchaser of its other obligations hereunder and thereunder do not or will not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consentsapplicable, approvalsconflict with, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not result in any (i) conflict with violation or violate the Parent Organizational Documentsdefault by Purchaser or any of its subsidiaries, (ii) assuming that all consentstermination, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with cancellation or violate acceleration of any Law applicable to Parent right or obligation of Purchaser or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedits subsidiaries, or (iii) result in loss of any breach benefit of Purchaser or constitute a default any of its subsidiaries or (or an event which, with notice or lapse of time or both, would become a defaultiv) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien (other than any Permitted Lien) on upon any material property or asset of Parent Purchaser or any Parent Subsidiary pursuant toof its subsidiaries of or under any provision of, (A) the organizational documents of Purchaser or any of its subsidiaries, (B) any material ContractContract of Purchaser or any of its subsidiaries or (C) any Injunction or, exceptsubject to the 31 Authorizations and Filings described in Section 4.03(b), with respect to applicable Law, other than, in the case of each of clauses (iiB) and (iiiC), for any such conflictsviolation, violationsdefault, breachestermination, defaults cancellation, acceleration, loss of benefit or other occurrences as creation of a Lien that would not have reasonably be expected to, individually or in the aggregate, result in a Parent Purchaser Material Adverse Effect. (b) The No Authorization or Filing is required to be obtained or made by or with respect to Purchaser in connection with the execution and delivery of this Agreement or the Other Transaction Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Parent does notPurchaser with the terms and conditions hereof and thereof, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under by the rules and regulations HSR Act or the notification to the NSIA, (ii) as may be required solely by reason of Nasdaq and filing and recordation Seller’s or any of appropriate merger documents its Affiliates’ (including the Company Groups’) participation in the transactions contemplated by any of the Transaction Documents, (iii) as may be required by the DGCL, rules or regulations of any applicable securities exchange or listing authority and (iiiv) where such Authorizations or Filings, the absence of which, or the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, be made would not have reasonably be expected to, individually or in the aggregate, result in a Parent Purchaser Material Adverse Effect. Neither Purchaser nor any of its Affiliates owns any interest in any Person that derives a substantial portion of its revenues from products, services or lines of business within the Business’ principal products, services or lines of business.

No Conflicts; Consents. (a) The Assuming that the Regulatory Approvals described in clause (b) are obtained and made, the execution and delivery by Seller of this Agreement and by Xxxxxx Seller or any other applicable Seller Entities of the other Transaction Documents (other than the Local Transfer Agreements) to which Seller and the other applicable Seller Entities are or, as of the Closing, will be a party does not, and subject to receipt the consummation of the filing Transactions and recordation of appropriate merger documents as required the transactions contemplated by the DGCL other Transaction Documents (other than the Local Transfer Agreements) and of compliance by Seller and the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), other applicable Seller Entities with the performance terms of this Agreement by Parent and the other Transaction Documents (other than the Local Transfer Agreements) will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with with, require filing under or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation under, or result in the creation of a any Lien (other than Permitted Liens) upon any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant tothe Purchased Assets under, any material provision of (i) the Organizational Documents of any Seller Entity or NewCo Entity, (ii) any Judgment or Law applicable to any of the Seller Entities, the NewCo Entities, or the properties or assets of any of the Seller Entities or the NewCo Entities or (iii) any Material Contract, except, with respect to in the case of clauses (ii) and or (iii), for any such conflictsitems that would not reasonably be expected to be, violationsindividually or in the aggregate, breachesmaterial to the GES Business, defaults taken as a whole, or have a Seller Material Adverse Effect. (b) Assuming the accuracy of the representations and warranties of Purchaser set forth in Article IV, no Regulatory Approvals or other occurrences Approval is required to be obtained or made by or with respect to Seller or the Seller Entities in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation of the Transactions or the transactions contemplated by the other Transaction Documents, other than (A) compliance with any applicable requirements of the HSR Act and with any other applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, together with the HSR Act, the “Antitrust Laws”), (B) compliance with any applicable FDI Laws, (C) any Approval that is applicable as a result of matters specifically and exclusively related to Purchaser or any of its Affiliates, (D) any applicable FAR Approval and (E) those that, if not obtained, made or given, would not reasonably be expected to be, individually or in the aggregate, material to the GES Business, taken as a whole, or have a Parent Seller Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as may be required under the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution Except as set forth in Section 8.01(c)(2) of the Disclosure Schedules, the execution, delivery and delivery performance by Buyer of this Agreement by Xxxxxx does notand the other Transaction Documents to which each, respectively, is, or is specified to be, a party, and subject to receipt the consummation of the filing Transactions, do not and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent will not not: (i) conflict with or violate result in a violation or breach of, or default under, any provision of the Parent Organizational Documents, Documents of Buyer; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate result in a violation or breach of any provision of any Law or Governmental Order applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, Buyer; or (iii) result in any breach of or constitute a default (or an event whichrequire the consent, with notice or lapse of time or bothother action by any Person under any material Contract to which Buyer is a party, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result except in the creation cases of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii), for any where such conflicts, violations, breachesbreaches or defaults would not, defaults individually or in the aggregate, reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and each other occurrences as would not have Transaction Document to which it is, or is specified to be, a Parent Material Adverse Effectparty. (b) The Except as set forth in Section 8.01(c)(2) of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Parent does notAgreement, and the performance of this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or permit ofother Transaction Documents to which it is, or filing with is specified to be, a party, or notification to, any Governmental Authoritythe consummation of the Transactions, except for (i) for applicable requirementsany approvals or filing of notices required under the Gaming Laws, if any(ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of the Exchange Actalcoholic beverages, state securities or “blue sky” laws and state takeover laws, (iii) such filings and consents as may be required under the rules HSR Act and regulations the expiration or termination of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLapplicable waiting period thereunder, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permitsPermits, or to make such Governmental Orders, declarations, filings or notificationsnotices which, individually or in the aggregate, would not have (A) result in, or reasonably be expected to result in, a Parent Material Adverse EffectEffect or (B) materially impair the ability of Buyer to perform its obligations under this Agreement and each other Transaction Document to which it is, or is specified to be, a party, and (v) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which may be required solely by reason of Seller’s, as opposed to any other third party’s participation in the Transactions (which are the obligation of Seller to obtain).

No Conflicts; Consents. (a) The execution and delivery by Parexx xxx Merger Sub of this Agreement by Xxxxxx does do not, and subject to receipt the consummation of the filing Merger and recordation of appropriate merger documents as required by compliance with the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent terms hereof will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been madenot, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any material obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (other than any Permitted Lieni) on any material property or asset the Organizational Documents of Parent or any Parent Subsidiary, (ii) any Parent Permit or any Contract to which Parent or any Parent Subsidiary pursuant tois a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.4(b) and Section 6.3(a), any material ContractLaw applicable to Parent or the Parent Subsidiaries or their respective properties or assets, exceptother than, with respect to in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences as items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) The execution No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirementscompliance with and filings under the HSR Act, if any, (ii) the filing with the SEC of (A) the Company Information Statement and (B) such reports under the Exchange Act, state securities or “blue sky” laws Act and state takeover laws, such filings and consents the Securities Act as may be required under in connection with this Agreement or the rules Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and regulations appropriate documents with the relevant authorities of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCLother jurisdictions in which Parent or Merger Sub is qualified to do business, and (iiiv) where such other items that the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery of this Agreement by Xxxxxx does not, and subject to receipt performance of the filing and recordation of appropriate merger documents as required by Transaction Agreements nor the DGCL and consummation of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent Transactions will not (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affectedwith, or (iii) result in any breach violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, cancelation or acceleration of any obligation or cancellation ofto loss of a material benefit under, or result in the creation of a any Lien (other than any Permitted LienLiens) on upon any material property of the Business Assets under, require the delivery of notice under, or asset (in the case of Parent the following clause (ii)(A)) require consent to the assignment of, (i) the organizational documents of any Group Company or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) assuming that the Consents referred to in Section 2.03(b) and Section 3.04(b) are obtained prior to the Closing Date and the registrations, declarations and filings referred to in Section 2.03(b) and Section 3.04(b) are made prior to the Closing Date, (iii)A) any Material Contract to which a Group Company is a party or by which any of their respective Business Assets is bound or (B) any Judgment, for Law or Permit applicable to any Group Company or any of their respective Business Assets, other than, in the case of clause (ii) above, any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as would not have a Parent Material Adverse Effectreasonably be expected to be material to the Business. (b) The execution No Consent of, or registration, declaration or filing with or notice to, any Governmental Entity is required to be obtained or made by or with respect to any Group Company in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor any of the other Transaction Agreements to which any Group Company is a party or the consummation of the Transactions, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of as may be required by the Exchange Act, state securities the Securities Act, the Antitrust Laws set forth on Section 3.04(b) of the Seller Disclosure Letter or “blue sky” laws the Satellite and state takeover lawsCommunications Laws set forth on Section 3.04(b) of the Seller Disclosure Letter, such filings and consents as including the Required Regulatory Approvals, (ii) those that may be required under solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to any other third Person’s) participation in the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and Transactions or (iiiii) where those the failure of which to obtain such consentsor make, approvals, authorizations individually or permits, or to make such filings or notificationsin the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Xxxxxx does Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not, and subject to receipt the consummation of the filing transactions contemplated hereby and recordation of appropriate merger documents as required thereby and compliance by Purchaser with the DGCL terms hereof and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance of this Agreement by Parent thereof will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under any provision of (i) conflict with the articles of incorporation or violate the Parent Organizational Documentsby-laws of Purchaser or any of its subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict with or violate any Law applicable Contract to Parent which Purchaser or any Parent Subsidiary of its subsidiaries is a party or by which any property of their respective properties or asset of Parent or any Parent Subsidiary assets is bound or affected, or (iii) result in any breach Order or Law applicable to Purchaser or any of its subsidiaries or constitute a default (their respective properties or an event whichassets, with notice or lapse of time or bothother than, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien (other than any Permitted Lien) on any material property or asset of Parent or any Parent Subsidiary pursuant to, any material Contract, except, with respect to clauses (ii) and (iii)) above, for any such conflictsitems that, violationsindividually or in the aggregate, breaches, defaults or other occurrences as have not had and would not reasonably be expected to have a Parent Purchaser Material Adverse Effect. (b) The execution No Consent of or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will notor any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby, require any consent, approval, license, permit, franchise, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws and state takeover laws, such filings and consents as those that may be required under solely by reason of the rules participation of Seller, PB Energy and regulations of Nasdaq the Company (as opposed to any other third party) in the transactions contemplated hereby and filing and recordation of appropriate merger documents as required by the DGCL, Ancillary Agreements and (ii) where the failure to obtain such consents, approvals, authorizations a Consent or permits, registration or to make such filings declaration or notificationsfiling or provide such notice would not, individually or in the aggregate, have had or would not reasonably be expected to have a Parent Purchaser Material Adverse Effect.