Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The executionExcept as set forth in Section 4.05 of the Company Disclosure Letter, the execution and delivery and performance by Seller the Company of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby Transactions and thereby, do not and compliance with the terms hereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, amendment, 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 impose any penalty or fine under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of the Company Subsidiaries under, any provision of (a) the certificate of incorporationCompany Charter, bythe Company By-laws or other the comparable charter or organizational documents of Seller or any ACFP Company; of the Company Subsidiaries, (b) conflict with or result any Material Contract, (c) subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Applicable Law or Governmental Order applicable to Seller the Company or any ACFP Companyof the Company Subsidiaries or their respective properties or assets, other than, in each casethe cases of clause (b) or (c) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material 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 the ACFP CompaniesCompany or any of the Company Subsidiaries in connection with the execution, taken delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the filing with the SEC of (A) the Schedule 14D-9, (B) a Proxy Statement, if Company Stockholder Approval is required by Applicable Law, and (C) such reports under Section 13 of the Exchange Act, as a whole; may be required in connection with this Agreement and the Transactions, (ciii) except 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 the Company is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.08, (v) such other items as are set forth in Section 3.05 4.05 of the Company Disclosure SchedulesLetter and (vi) such Consents, require filings or other items, the consent failure of which to obtain or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would notmake, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect. For purposes of this Section 4.05 and any other relevant representations and warranties of the Company, the representations and warranties are made based upon the assumption that the Company shall be the Surviving Corporation.

No Conflicts; Consents. The executionExcept as set forth on Section 4.05 of the Company Disclosure Schedule, the execution and delivery and performance by Seller the Company of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby hereby, including the Merger, and thereby, do not compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, changed, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (a) the certificate of incorporationCompany Charter, by-laws the Company Bylaws or other the comparable charter, bylaws or organizational documents of Seller or any ACFP Company; Company Subsidiary, (b) conflict with any Material Contract or result (c) subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Law or Governmental Order applicable to Seller the Company or any ACFP CompanyCompany Subsidiary or their respective properties or assets, other than, in each casethe cases of clauses 4.04(b) or 4.04(c) above, except where any such conflict, violation or default items that would not, individually or in the aggregate, reasonably be material likely to result in a Company Material Adverse Effect. No Consent of, from or with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the ACFP CompaniesCompany or any Company Subsidiary in connection with the execution, taken 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, (ii) the filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as a whole; may be required in connection with this Agreement and the Merger, (ciii) except 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 the Company is qualified to do business, (iv) compliance with and filings under the Communications Act of 1934, as amended, and applicable rules and regulations thereunder (the “Communications Act”), including any rules, regulations, orders and public notices (the “FCC Rules”) of the Federal Communications Commission (the “FCC”), (v) compliance with and filings under any applicable state public utility Laws and rules, regulations and orders of the state public utility commissions listed on Section 4.05 of the Company Disclosure Schedule (“PUCs”) and rules, regulations and orders of any state regulatory bodies regulating telecommunications businesses, (vi) such other Consents as are set forth in Section 3.05 4.05 of the Company Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event Schedule and (vii) such Consents that, with if not made or without notice or lapse of time or bothobtained, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, reasonably be material likely to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP a Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Seller Buyer of this Agreement and the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate Amended and Restated Certificate of incorporationIncorporation, by-laws the Amended and Restated Bylaws or other organizational documents of Seller or any ACFP CompanyBuyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP CompanyBuyer, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP BFI Companies, taken as a whole; (c) except as set forth in Section 3.05 4.04 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract material to the BFI Business to which Buyer is a party or any Permit required by the ACFP BFI Companies to conduct the ACFP BFI Business as currently conducted conducted, except as would not, individually or in the aggregate, be material to the ACFP BFI Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating BFI Company, except, in the case of each of clauses (b), (c), and (d), for any conflicts, violations, breaches, defaults, accelerations, cancellations, termination or Encumbrances that, or where the failure to obtain any consents or notices, in each case, would not reasonably be expected to have, individually or in the ACFP Continuing Indebtednessaggregate, a 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 Seller or any ACFP Company Buyer in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for (i) any filings required under, and compliance with other applicable requirements of, the Exchange Act, the Securities Act, state securities laws or “blue sky” laws and the rules the Nasdaq; and (ii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not reasonably be expected to have an ACFP a 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. The execution, execution and delivery by ----------------------- each of Parent and performance by Seller Sub of this each Transaction Agreement and the Transaction Documents to which it is a party, do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the certificate of incorporation, by-laws charter or other organizational documents of Seller Parent or any ACFP Company; of its subsidiaries, (bii) conflict with any Contract to which Parent or result 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 a violation the following sentence, any Judgment or breach of any provision of any Applicable Law or Governmental Order applicable to Seller Parent or any ACFP Companyof its subsidiaries or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to prevent or materially delay the ACFP Companiesability of Parent to consummate the Offer, taken as the Merger and the other Transactions (a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach "Parent Material Adverse Effect"). No Consent of, constitute a default or an event thatregistration, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Order, ------------------------------ declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller Parent or any ACFP Company of its subsidiaries in connection with the execution execution, delivery and delivery performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) compliance 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, (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 Act as may be required in connection with this Agreement and the Transaction Documents to which it is a party Company Stockholder Agreement, the Offer, the Merger and the consummation other Transactions, (iii) the filing of the transactions contemplated hereby Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and therebysuch filings as may be required under applicable environmental laws, except for (v) such consentsfilings as may be required in connection with the taxes described in Section 6.09, approvals, Permits, Governmental Orders, declarations, (vi) filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.under any applicable state takeover law and

No Conflicts; Consents. The execution, execution and delivery and performance by Seller any Transferred Entity of this each Ancillary Agreement and the Transaction Documents to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby thereby and thereby, do not and compliance by the Transferred Entities with the terms thereof will not: (a) , conflict with with, or result in a any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation to or 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 assets or properties of the Business or any Transferred Entity under, any provision of (a) the certificate of incorporationincorporation or formation, by-laws or other organizational documents of Seller or any ACFP Company; Transferred Entity, (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 3.04 of the Disclosure SchedulesSeller Letter, require any Contract to which any Transferred Entity is a party or by which any of the consent Business’s assets or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be properties is bound that is material to the ACFP Companies, taken as a whole; Business or (dc) result subject to the governmental filings and other matters referred to in the creation immediately following sentence, any Judgment or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating Law applicable to the ACFP Continuing IndebtednessBusiness or any Transferred Entity or any of their assets or properties. No consentExcept as set forth in Section 3.04 of the Seller Letter, approvalno Consent of, Permit, Governmental Orderor registration, declaration or filing with, or notice to, any Governmental Authority Entity or any other person is required to be obtained or made by or with respect to Seller the Business or any ACFP Company Transferred Entity in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is a party and or any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consentsother than (A) compliance with and filings under the HSR Act and compliance with and filings and approvals under Foreign Merger Control Laws, approvals, Permits, Governmental Orders, declarations, filings or notices which, (B) those that may be required solely by reason of the Purchaser’s (as opposed to any third party’s) participation in the aggregate, would not have an ACFP Material Adverse EffectAcquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements and (C) the filing of the relevant instruments in the requisite jurisdictions in order to create or perfect Liens granted to secure the Indebtedness and other obligations incurred as a result of the consummation of the Debt Financing.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller the Company of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby Merger and thereby, do not compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 the Company or any Company Subsidiary under, any provision of (a) the certificate of incorporationCompany Charter, bythe Company By-laws or other the comparable charter or organizational documents of Seller or any ACFP Company; Company Subsidiary, (b) conflict with any Contract (other than the Real Property Leases) to which the Company or result any Company Subsidiary is a party or by which they are bound or (c) subject to the filings referred to in a violation or breach of the following sentence, any provision of any Law Order or Governmental Order Legal Requirement applicable to Seller the Company or any ACFP CompanyCompany Subsidiary or their respective properties or assets, other than, in each casethe case of clause (b) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had, and would not reasonably be material expected to the ACFP Companieshave, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Company Material Adverse Effect. No Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or the consummation of 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 Sections 13 and 14 of the Exchange Act as may be required in connection with this Agreement and the Transaction Documents to which it is a party and Merger, (iii) the consummation filing of the transactions contemplated hereby Certificate of Merger with the Secretary of State of the State of Delaware and therebyappropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, except for (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, as may be required in connection with the aggregate, would not have an ACFP Material Adverse EffectTaxes described in Section 7.09 and (v) such other items as are set forth in Section 4.05 of the Company Disclosure Schedule.

No Conflicts; Consents. The executionExcept as set forth in Section 4.05 of the Company Disclosure Letter, the execution and delivery and performance by Seller the Company of this each Transaction Agreement and the Transaction Documents to which it is a partyparty do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporationCompany Charter, bythe Company By-laws or other the comparable charter or organizational documents of Seller any Company Subsidiary, (ii) any Material Contract or any ACFP Company; (biii) conflict with or result subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Applicable Law or Governmental Order applicable to Seller the Company or any ACFP CompanyCompany Subsidiary or their respective properties or assets, other than, in each casethe cases of clause (ii) or (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except Company Material Adverse Effect. Except as set forth in Section 3.05 4.05 of the Company Disclosure SchedulesLetter, require the consent or notice by any Person under, conflict with, result in a violation or breach no Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this any Transaction Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions, other than (A) compliance with and therebyfilings under the HSR Act, except for (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such consentsapproval is required by Applicable Law, approvalsand (3) such reports under Section 13 of the Exchange Act, Permitsas may be required in connection with this Agreement and the other Transaction Agreements, Governmental Ordersthe Offer, declarationsthe Merger and the other Transactions, (C) 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 the Company is qualified to do business, (D) such filings or notices whichas may be required in connection with the Taxes described in Section 7.07, and (E) such other items as are set forth in Section 4.05 of the aggregate, would not have an ACFP Material Adverse EffectCompany Disclosure Letter.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller the Company of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby hereby, including the Merger, and thereby, do not and compliance with the terms hereof will not: (a) , conflict with with, or require any consent or approval under, or result in a violation any breach of or breach ofany loss of any benefit under, 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, 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (a) the certificate of incorporationCompany Charter, by-laws the Company Bylaws or other the comparable charter, bylaws or organizational documents of Seller or any ACFP Company; Company Subsidiary, (b) conflict with any Material Contract or result (c) subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Law or Governmental Order applicable to Seller the Company or any ACFP CompanyCompany Subsidiary or their respective properties or assets, other than, in each casethe cases of clauses (b) or (c) above, except where any such conflict, violation or default items that would not, individually or in the aggregate, reasonably be material 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 the ACFP CompaniesCompany or any Company Subsidiary in connection with the execution, taken 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 a whole; may be required in connection with this Agreement and the Merger, (ciii) except 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 3.05 4.05 of the Company Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as Schedule and (v) such other Consents that would not, individually or in the aggregate, reasonably be material likely to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP a Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller Allied of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby hereby, including the Merger, and thereby, do not compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 (other than Permitted Liens) upon any of the properties or assets of Allied or any Allied Subsidiary under, any provision of (a) the certificate of incorporationAllied Charter, bythe Allied By-laws or other the comparable charter or organizational documents of Seller or any ACFP Company; Allied Subsidiary, (b) conflict with any Material Allied Contract or result (c) subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Law or Governmental Order applicable to Seller Allied or any ACFP CompanyAllied Subsidiary or their respective properties or assets, other than, in each casethe cases of clauses (b) or (c) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had or would not reasonably be material 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 Allied or any Allied Subsidiary in connection with the ACFP Companiesexecution, taken delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, other than (i) compliance with the HSR Act, 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 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 as a whole; may be required in connection with this Agreement and the Merger, (ciii) except 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 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 3.05 4.05 of the Allied Disclosure SchedulesSchedule and (vii) such Consents which, require the consent if not made or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would notobtained, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not reasonably be expected to have an ACFP a Material Adverse EffectEffect on Allied.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller of this Agreement and by each member of the Transaction Documents to which it is a partyITT Group do not, and the consummation of the transactions contemplated hereby and thereby, do not and compliance with the terms hereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of 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 (i) the certificate of incorporation, charter or by-laws of any member of the ITT Group, (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which any member of the ITT Group is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to any member of the ITT Group or their respective properties or assets, other organizational documents than, in the case of Seller clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a material adverse effect on the ability of any member of the ITT Group to consummate the transactions contemplated hereby. No consent, approval, license, 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 any member of the ITT Group in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (I) compliance with and filings, under the HSR Act, if applicable, (II) compliance with and filings, if any, under the Securities Act or the Exchange Act, (III) those that may be required as a result of any facts or circumstances relating solely to any member of the Rainbow Group or any ACFP Company; of their Affiliates and (bIV) conflict with any consents, approvals, licenses, permits, orders or result in a violation author izations, that, if not obtained or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Companymade, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be have a material to adverse effect on the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 ability of any member of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right ITT Group to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of consummate the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effecthereby.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller of this Agreement by each of Parent and the Transaction Documents to which it is a partyPurchaser, do not, and the consummation of the transactions contemplated hereby Offer and thereby, do not the Merger and compliance with the terms hereof and thereof will not: , (ai) conflict with any of the provisions of the charter or organizational documents of Parent or Purchaser; (ii) conflict with, result in a violation breach of or breach ofdefault under (with or without notice or lapse of time, or default underboth) any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or Purchaser is a party or by 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, contravene any domestic or foreign law, rule or regulation, or any order, writ, judgment, injunction, decree, determination or award currently in effect, other than, in the case of clauses (ii) and (iii) above, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would notitems that, 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 and Purchaser to consummate the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of Offer and the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessMerger. No consent, approvalapproval or authorization of, Permit, Governmental Orderor registration, declaration or filing with, or notice to, any Governmental Authority Entity which has not been received or made, is required to be obtained or made by or with respect to Seller Parent or any ACFP Company Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement or its obligations hereunder, other than: (i) compliance with and filings under the HSR Act, if 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, as may be required in connection with this Agreement, the Offer and the Transaction Documents to which it is a party and Merger; (iii) the consummation filing of the transactions contemplated hereby Articles of Merger with the Secretary of State of the State of Missouri; and thereby, except for such (iv) any other consents, approvals, Permits, Governmental Orders, declarationsauthorizations, filings or notices which, if not made or obtained, individually or in the aggregate, would have not had and could not reasonably be expected to have an ACFP Material Adverse Effecta material adverse effect on the ability of Parent and Purchaser to consummate the Offer and the Merger.

No Conflicts; Consents. The execution(a) Except as disclosed in the ----------------------- Company Disclosure Letter, the execution and delivery and performance by Seller the Company of this Agreement and the Transaction Documents to which it is a partydo not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, or result in a any violation of or breach of, constitute a default or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, result in the or give rise to a right of termination, cancelation or acceleration of any obligation or create in any party the right to accelerateloss of a material benefit under, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Lien upon any of the properties or assets of the Company or any ACFP Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other than those relating instrument (a "Contract") to which the Company or any -------- Company Subsidiary is a party or by or to which any of their respective properties or assets is bound or subject, except for such conflicts, violations or defaults (or rights of termination, cancelation or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to acceptance for payment of shares of Company Common Stock by Sub pursuant to the ACFP Continuing IndebtednessOffer or which would not in the aggregate have a Company Material Adverse Effect; or (iii) subject to the filings and other matters referred to in the following sentence, to the Knowledge of the Company, any judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Applicable -------- ---------- Law") applicable to the Company or any Company Subsidiary or their respective --- properties or assets, including, without limitation, the Applicable Law of any foreign country, except for such conflicts, violations or defaults which would not in the aggregate have a Company Material Adverse Effect and would not prevent or delay in any material respect the consummation of the Transactions. No To the Knowledge of the Company, no consent, approval, Permitlicense, Governmental Orderpermit, order or authorization ("Consent") of, or registration, declaration or filing with, ------- any Federal, state, local or notice toforeign government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Authority Entity"), is ------------ ------ required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this any Transaction Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions, other than (i) compliance with and therebyfilings under (A) the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and (B) the --- --- rules and regulations of the Council of the European Communities (the "European -------- Council") and of the Commission of the European Communities (the "European -------- ---------- -------- Commission"), except including, without limitation, Council Regulation (EEC) No 4064/89 ---------- of 21 December 1989 on the control of concentration between undertakings (as amended) (OJ L 257/14, 21.9.90) and Commission Regulation (EC) No 447/98 of 1 March 1998 on the notifications, time limits and hearings provided for Council Regulation (EEC) No 4064/89 on the control of concentrations between undertakings (OJ L 61/1/, 2.3.98) (the "EC Regulations") -- ----------- and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the approval and adoption of this Agreement and the Merger by the Company's stockholders (the "Proxy Statement"), (C) any information statement (the "Information Statement") ----- --------- ----------- --------- required under Rule 14f-1 in connection with the Offer and (D) such consentsreports and statements under Section 13 of the Securities Exchange Act of 1934, approvalsas amended (the "Exchange Act"), Permitsas may be required in connection with this Agreement and -------- --- the Company Stockholder Agreement, Governmental Ordersthe Offer, declarationsthe Merger and the other Transactions, (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 the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable U.S. Federal, state or notices whichlocal environmental laws, (v) such filings as may be required in connection with any taxes, (vi) filings under any applicable state takeover law, (vii) where the aggregatefailure to obtain such consent, approval or authorization, or to make such filing or notification, would not in the aggregate have an ACFP a Company Material Adverse EffectEffect and (viii) such other items (A) required solely by reason of the participation of Parent (as opposed to any third party) in the Transactions or (B) as are set forth in the Company Disclosure Letter.

No Conflicts; Consents. The execution, execution and delivery by each of Parent and performance by Seller Sub of this each Transaction Agreement and the Transaction Documents to which it is a party, do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Parent or Sub, any provision of (i) the certificate of incorporation, by-laws charter or other organizational documents of Seller Parent or Sub, (ii) any ACFP Company; material Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (biii) conflict with subject to the filings and other matters referred to in the following sentence, any Order or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to Seller Parent or any ACFP CompanySub or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Parent Material Adverse Effect. No Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller Parent or any ACFP Company Sub in connection with the execution execution, delivery and delivery performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (A) compliance with and filings under the HSR Act, (B) the filing with the SEC of (x) the Offer Documents and (y) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Documents to which it is a party Agreements, the Offer, the Merger and the consummation other Transactions, (C) the filing of the transactions contemplated hereby and therebyCertificate of Merger with the Secretary of State of the State of Delaware, except for (D) such consentsfilings as may be required in connection with the taxes described in Section 7.08, approvals(E) Consents, Permitsregistrations, Governmental Orders, declarations, declarations or filings or notices which, required to be made solely by reason of the Company's participation in the aggregate, would not have an ACFP Material Adverse EffectTransactions and (F) such other items as are set forth in Section 5.06 of the Parent Disclosure Letter.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller Lxxxx of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby and thereby, do not and compliance with the terms hereof will not: (a) , contravene, conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance (each a “Lien”) upon any of the properties or assets of Lxxxx under, any provision of (i) the certificate Lxxxx Charter or Lxxxx Bylaws, (ii) any material Contract to which Lxxxx is a party or to which any of incorporationits properties or assets is subject or (iii) subject to the filings and other matters contemplated by this Agreement, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach material order of any provision of any Law governmental agency or Governmental Order material federal, state or foreign law applicable to Seller Lxxxx or any ACFP Companyits properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and would not reasonably be material expected to the ACFP Companieshave a Lxxxx Material Adverse Effect. No waiver, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach approval of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice topermit from, any Governmental Authority governmental agency is required to be obtained or made by or with respect to Seller or any ACFP Company Lxxxx in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby and therebyhereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effectadditional listing of the shares of Common Stock subject to the Pledge Agreement with the NYSE MKT.

No Conflicts; Consents. The execution, execution and delivery by Olin and performance by Seller the Purchaser of this Agreement and the Transaction Documents to which it is a partyAgreement, and the consummation cxxxxmmation of the Acquisition and the other transactions contemplated hereby and thereby, do not compliance by Olin and the Purchaser with the terms hereof and thxxxxf will not: , conflict with, or result in any breach or violation of or constitute a 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 Olin, the Purchaser or the Partnership under, any pxxxxsion of (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational and governance documents of Seller Olin, the Purchaser or any ACFP Company; the Partnership, (b) conflict with any Conxxxxt to which Olin or result in the Purchaser is a violation party or breach by which any of xxx properties or assets is bound, (c) the Note Purchase Agreement and any provision of Note Transaction Document or (d) any Judgment or Law or Governmental Order applicable to Seller Olin or any ACFP Companythe Purchaser or such Person’s properties ox xxsets, other than, in each casethe case of clauses (b) through (d) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, would not and would not reasonably be material expected to materially impede or delay the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 consummation of the Disclosure SchedulesAcquisition and the other transactions contemplated by this Agreement or the parties’ ability to perform their obligations hereunder. No Consent of, require the consent or notice by any Person underregistration, conflict declaration or filing with, result any Governmental Entity is required to be obtained or made by or with respect to Olin or the Purchaser in a violation connection with the executxxx, delivery and performance by Olin and the Purchaser of this Agreement or breach ofthe conxxxxation of the Acquisition or the other transactions contemplated hereby, constitute a default other than (i) compliance with and filings under the Exchange Act and the rules and regulations promulgated thereunder, (ii) compliance with and filings or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit notices required by the ACFP Companies rules and regulations of the New York Stock Exchange and (iii) those the failure of which to conduct the ACFP Business as currently conducted except as would notbe obtained or made, individually or in the aggregate, would not and would not reasonably be material expected to the ACFP Companies, taken as a whole; materially impede or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and delay the consummation of the Acquisition and the other transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings by this Agreement or notices which, in the aggregate, would not have an ACFP Material Adverse Effectparties’ ability to perform their obligations hereunder.

No Conflicts; Consents. The executionExcept as set forth in SECTION 4.05 of the Company Disclosure Letter, the execution and delivery and performance by Seller the Company of this each Transaction Agreement and the Transaction Documents to which it is a partyparty do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporationCompany Charter, bythe Company By-laws or other the comparable charter or organizational documents of Seller any Company Subsidiary, (ii) any Material Contract or any ACFP Company; (biii) conflict with or result subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Applicable Law or Governmental Order applicable to Seller the Company or any ACFP CompanyCompany Subsidiary or their respective properties or assets, other than, in each casethe cases of CLAUSE (ii) or (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except Company Material Adverse Effect. Except as set forth in Section 3.05 SECTION 4.05 of the Company Disclosure SchedulesLetter, require the consent or notice by any Person under, conflict with, result in a violation or breach no Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this any Transaction Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions, other than (A) compliance with and therebyfilings under the HSR Act, except for (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such consentsapproval is required by Applicable Law, approvalsand (3) such reports under Section 13 of the Exchange Act, Permitsas may be required in connection with this Agreement and the other Transaction Agreements, Governmental Ordersthe Offer, declarationsthe Merger and the other Transactions, (C) 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 the Company is qualified to do business, (D) such filings or notices whichas may be required in connection with the Taxes described in SECTION 7.07, and (E) such other items as are set forth in SECTION 4.05 of the aggregate, would not have an ACFP Material Adverse EffectCompany Disclosure Letter.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and by the Transaction Documents to which it is a partyCompany, and the consummation of the transactions contemplated hereby and therebythe other agreements entered into as contemplated hereby, do not and will not: (a) conflict with with, violate or result in constitute a violation or breach of, or default require any notice, consent or waiver under, any provision of the certificate Organizational Documents of incorporation, by-laws or other organizational documents of Seller or any ACFP the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller the Acquired Companies or any ACFP Company, in each case, except where such conflict, violation of their respective properties or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeassets; (c) except as set forth in Section 3.05 of for filings that may be required by the Disclosure SchedulesHSR Act, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event thatapproval from, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company the Acquired Companies in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and therebythe other agreements entered into as contemplated hereby; (d) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any provision of any Contract to which any of the Acquired Companies is a party or by which any of the Acquired Companies or any of their respective properties is bound or affected; or (e) result in the imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the assets or properties of the Acquired Companies, except for such consentsin the cases of clauses (b) through (e), approvalsas would not, Permits, Governmental Orders, declarations, filings individually or notices which, in the aggregate, would not have an ACFP Material Adverse Effectreasonably be expected to prevent, materially delay or materially impair, the ability of the Company to perform its obligations under this Agreement or any Transaction Document to which it is or will be a party or consummate the transactions contemplated hereby and thereby.

No Conflicts; Consents. The executionExcept as set forth on Schedule 4.5 of the PECO Disclosure Letter, the execution and delivery and performance by Seller each of the PECO Parties of this Agreement and the Transaction Documents each Ancillary Agreement to which it is such PECO Party is, or will be, a partyparty will not, and the consummation of the transactions contemplated hereby Transactions to which such PECO Party is a party and therebycompliance by such PECO Party with the terms thereof will not contravene, do not and will not: (a) conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under or to increased, additional or accelerated material rights or entitlements of any Person under, or require any Consent of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any PECO Entity under, any provision of of: (a) the certificate of incorporation, incorporation or by-laws (or other organizational documents comparable documents) of Seller or any ACFP CompanyPECO Entity; (b) conflict with any Contract or result in PECO Benefit Plan to which any PECO Entity is a violation party or breach by which any of their respective properties or assets are bound; or (c) any provision of any PECO Permit, Judgment or Law or Governmental Order applicable to Seller any PECO Entity or any ACFP Company, of their respective properties or assets; except in each case, except where such conflict, violation or default of the foregoing clauses (b) and (c) as would notnot reasonably be expected to have, individually or in the aggregate, a PECO Material Adverse Effect. No material Consent of, or Filing with, any Governmental Entity is required to be material obtained or made by or with respect to any PECO Entity in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Transactions or the ownership by PECO or PECO OP of any Acquired Company following the Closing, other than (A) (1) the Form S-4 relating to the ACFP Companiesissuance of the Stock Merger Consideration, taken and (2) such reports under the Exchange Act, if any, as a whole; may be required in connection with this Agreement, the Merger and the other Transactions, (cB) except the filing with and the acceptance for record by the SDAT of the Articles of Merger, (C) such Filings and Consents as set forth may be required in connection with the Taxes described in Section 3.05 of the Disclosure Schedules6.7(b), require the consent and (D) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or bothmade, would constitute a default under, result in the acceleration of or create in any party the right not reasonably be expected to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would nothave, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP PECO Material Adverse Effect.

No Conflicts; Consents. The executionExcept as set forth on Schedule 3.5(a) of the Company Disclosure Letter, the execution and delivery and performance by Seller the Company of this Agreement and the Transaction Documents each Ancillary Agreement to which it is the Company is, or will be, a partyparty will not, and the consummation of the transactions contemplated hereby Transactions to which the Company is a party and therebycompliance by the Company with the terms thereof will not contravene, do not and will not: (a) conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional or accelerated material rights or entitlements of any Person under, or require any Consent of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Acquired Company under, any provision of: (a) assuming adoption of the Company Charter Amendment, the certificate of incorporation, incorporation or by-laws (or other organizational documents comparable documents) of Seller or any ACFP Acquired Company; (b) conflict with any material contract filed as an exhibit to the Company’s annual report on Form 10-K for the year ended on December 31, 2018; or result in a violation (c) any permit, license, variance, exemption order or breach approval of any provision Governmental Entities necessary for the lawful conduct of the business of any Acquired Company, or any Judgment or Law or Governmental Order applicable to Seller any Acquired Company or any ACFP Company, of their respective properties or assets; except in each case, except where such conflict, violation or default of the foregoing clauses (b) and (c) as would notnot reasonably be expected to have, individually or in the aggregate, an Acquired Company Material Adverse Effect. No material Consent of, or Filing with, any Governmental Entity is required to be material obtained or made by or with respect to any Acquired Company in connection with the ACFP Companiesexecution, taken delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Transactions, other than (A) such reports under the Exchange Act, as a whole; may be required in connection with this Agreement, the Merger, the Company Charter Amendment and the other Transactions, (cB) except the filing with and the acceptance for record by the SDAT of the Articles of Amendment effecting the Company Charter Amendment, (C) the filing with and the acceptance for record by the SDAT of the Articles of Merger, (D) such Filings and Consents as may be required in connection with the Taxes described in Section 6.7(b), (E) such Filings with Governmental Entities to satisfy the applicable requirements of the Laws of states in which any Acquired Company is qualified or licensed to do business, as set forth in Section 3.05 on Schedule 3.5(b) of the Company Disclosure SchedulesLetter, require the consent and (F) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or bothmade, would constitute a default under, result in the acceleration of or create in any party the right not reasonably be expected to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would nothave, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP an Acquired Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller of this Agreement and the Transaction Documents to which it is a partyCompany of, and the consummation performance by the Company of its obligations under, each of the transactions contemplated hereby and thereby, do not and Operative Documents will not: (a) conflict with violate or result in a violation or breach of, or default under, otherwise contravene any provision of (i) applicable Law or (ii) the certificate Articles of incorporation, byIncorporation or the By-laws Laws; or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a breach or violation or breach of any provision of the terms or provisions of, or constitute a default under, any Law indenture, mortgage, loan agreement, note, lease or Governmental Order applicable other instrument to Seller which the Company or any ACFP Companyof its Subsidiaries is a party or is bound, in each caseor to which any of their properties or assets are subject, except where such conflictthat is filed as an exhibit to the SEC Reports (including, violation for this purpose, any statement or default report that would notbe an SEC Report but for the fact that it was filed after 8:00 pm ET on October 29, individually 2018) or in the aggregate, be material to the ACFP CompaniesCompany and its Subsidiaries, taken as a whole; (c) except as set forth in Section 3.05 , or any judgment, order or decree of any Governmental Authority having jurisdiction over the Disclosure SchedulesCompany or any of its Subsidiaries or their respective properties or assets, require the consent or notice by any Person underexcept, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration cases of clauses (a)(i) and (b), for such violations, contraventions, breaches or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except defaults as would not, individually or in the aggregate, reasonably be material expected to have a Material Adverse Effect or prevent the ACFP Companies, taken as a whole; or (d) result in consummation of the creation or imposition of any Encumbrance transactions contemplated by this Agreement and the other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessOperative Documents. No consent, approval, Permit, Governmental Order, declaration authorization or filing withorder of, or notice tofiling, registration or qualification with, any Governmental Authority or other Person under any agreement or other arrangement filed as an exhibit to any SEC Report (including, for this purpose, any statement or report that would be an SEC Report but for the fact that it was filed after 8:00 pm ET on October 29, 2018) is required for the issue and sale of the Purchased Shares and the Warrants or the consummation by or the Company of the transactions contemplated by this Agreement, except for the filing of the Certificate of Designation with respect to Seller or any ACFP Company the Public Registry of the Republic of Panama and except such as may be required by the Exchange Act, applicable state securities Laws, the listing standards of the NYSE and the bylaws and rules of the Financial Industry Regulatory Authority in connection with the execution offer and delivery sale of this Agreement the Purchased Shares and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse EffectWarrants.

No Conflicts; Consents. (a) The execution, execution and 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, and the consummation by Seller of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP CompanySeller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Seller, the Business or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeContributed Assets; (c) except as set forth in Section 3.05 4.03 of the Disclosure Schedules, 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 any consent, notice, authorization, approval, waiver or notice other action by any Person under, or result in any other adverse consequence under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or Permit to which Seller is a party or by which Seller or the Business is bound or to which any Permit required by of the ACFP Companies to conduct the ACFP Business as currently conducted except as would notContributed Assets are subject (including any Assigned Contract), individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties the Contributed Assets, or assets (e) with the passage of time, the giving of notice or the taking of any ACFP Company other than those relating to action by another Person, have any of the ACFP Continuing Indebtednesseffects described in clauses (a) through (e) of this Section 4.03(a). 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 any ACFP Company in connection with the execution and delivery of this Agreement and or any of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, 21 except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, as may be required as set forth in Section 4.03 of the aggregate, would not have an ACFP Material Adverse EffectDisclosure Schedules.

No Conflicts; Consents. The (i) Neither the execution, delivery and or performance by Seller of this Agreement and the Transaction Documents to which it is a party, and nor the consummation of any of the transactions contemplated hereby Transactions will conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under, or give to others any rights of termination, amendment, acceleration or cancellation of, require the consent of any Person (other than consents already obtained and thereby, do not in full force and will not: (aeffect) conflict with under or result in a violation the imposition of any lien (statutory or breach other), pledge, mortgage, deed of trust, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or default underagreement to give, any provision financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases) (collectively, “Liens”) on any assets of the Company (other than Liens granted pursuant to or permitted by the Transaction Documents), or result in an acceleration of indebtedness under or pursuant to (A) the certificate of incorporation, by-laws bylaws or other organizational documents of Seller or the Company (the “Charter Documents”), (B) any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each caseApplicable Agreement, except where for such conflictviolations, violation breaches or default would defaults, as could not, individually or in the aggregate, reasonably be material expected to the ACFP Companieshave a Material Adverse Effect, taken as a whole; or (cC) except as set forth in Section 3.05 any Applicable Law (including, without limitation, Regulation T, U or X of the Disclosure Schedules, require Board of Governors of the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessFederal Reserve System). 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the After consummation of the transactions contemplated hereby Offering and therebythe Transactions, except for such consents, approvals, Permits, Governmental Orders, declarations, filings no Default or notices which, in Event of Default under the aggregate, would not have an ACFP Material Adverse EffectIndenture will exist.

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) conflict with or result in a violation or breach of, or default under, of any provision of the certificate articles of incorporation, incorporation or by-laws or other organizational documents of Seller or any ACFP CompanySeller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Seller, the Business or any ACFP Company, in each case, except where such conflict, violation the Purchased Assets; or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 4.03(a) of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute become a default default) under, result in the acceleration require any consent of or create in notice to any party Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the right imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to accelerateany increased, terminateguaranteed, modify accelerated or cancel additional rights or entitlements of any Material Contract Person or otherwise adversely affect any Permit required by rights of Seller or the ACFP Companies to conduct the ACFP Business as currently conducted except as would notunder, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or assets other 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 any ACFP Company other than those relating clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to the ACFP Continuing Indebtednessgive notice would not have a Material Adverse Effect. 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 any ACFP Company in connection with the execution and delivery of this Agreement and or any of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, as may be required as set forth in Section 4.03(b) of the aggregate, would not have an ACFP Material Adverse EffectDisclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by Seller the NPS Entities and the Principals of this Agreement and the Transaction Documents to which it is a party, and the consummation by the NPS Entities and the Principals of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of violate any provision of any Law federal, state, local or Governmental Order foreign law, statute, rule, regulation, ordinance or code (“Law”) or any consent, authorization, registration, decree, directive, judgment, order, ruling, writ or injunction of any Government Authority (“Order”) applicable to Seller the NPS Entities or the Principals, or any ACFP Company, in each caseof their respective properties or assets, except where such conflictviolation has not had, violation or default and would not, individually or in the aggregate, reasonably be material expected to the ACFP Companieshave, taken as a whole; Material Adverse Effect, (cb) except as set forth conflict with or result in Section 3.05 any breach of any of the Disclosure Schedulesterms, require the consent conditions or notice by any Person under, conflict with, result in a violation or breach provisions of, or constitute a default or an event that, (with or without due notice or lapse of time time, or both, would constitute ) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the acceleration creation of any Encumbrance upon any of the properties or create in any party assets of the right to accelerate, terminate, modify or cancel any Material Contract NPS Entities or any Permit Principal under, any Contract required by the ACFP Companies to conduct the ACFP Business as currently conducted be set forth on Schedule 2.12(a) hereto, except as where such conflict, breach, default, or creation of a Encumbrance has not had, and would not, individually or in the aggregate, reasonably be material expected to have, a Material Adverse Effect, and except as set forth on Schedule 2.3, (c) violate the ACFP Companiesarticles of incorporation or articles of organization or bylaws or limited liability company agreement, taken as a whole; the case may be, of any of the NPS Entities or (d) result in the creation require any permit, authorization, consent or imposition approval of or by, or any Encumbrance other than Permitted Encumbrances on notification of or filing with any properties Person except for any such permits, authorizations, consents, approvals notifications or assets of any ACFP Company other than those relating filings obtained prior to the ACFP Continuing Indebtedness. No consentClosing and listed on Schedule 2.3 and except where the failure to obtain such permit, approvalauthorization, Permitconsent or approval has not had, Governmental Orderand would not, declaration individually or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP reasonably be expected to have, a Material Adverse Effect.

No Conflicts; Consents. The execution, execution and delivery by Sellers and performance by Seller the Company of this Agreement do not, the execution and delivery by any Seller or the Transaction Documents Company of each Ancillary Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and therebythereby and compliance by Sellers and the Company with the terms hereof and thereof will not conflict with, do not and will not: (a) conflict with or result in a any violation or breach of, of or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time time, or both, would constitute a default ) under, result in the or give rise to a right of termination, cancellation or acceleration of any obligation or create in to loss of a material benefit under or to increased, additional, accelerated or guaranteed rights or entitlements of any party the right to accelerateperson under, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Lien upon any of the properties or assets of the Company or any ACFP Subsidiary under, any provision of (i) the certificate of formation or incorporation or by-laws or similar organization documents of the Company other than those relating or any Subsidiary, (ii) any material Contract to which the Company or any Subsidiary is a party or by which any of its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to the ACFP Continuing IndebtednessCompany or any Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not have a Company Material Adverse Effect. No consentConsent of, approval, Permit, Governmental Orderor registration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is a party and or any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, other than (A) filings or notices which, required by FINRA and (B) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the aggregate, would not have an ACFP Material Adverse EffectAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts; Consents. The execution, delivery and performance by Seller the Company of this Agreement and the Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller the Company or any ACFP Companyof its Subsidiaries (“Company Charter Documents”); (bii) subject to, in the case of the Merger, obtaining the Requisite Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller the Company or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeof its Subsidiaries; (ciii) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective properties and assets are subject (including any Material Contract Contract) or any Permit required by affecting the ACFP Companies to conduct properties, assets or business of the ACFP Business as currently conducted except as would not, individually Company or in the aggregate, be material to the ACFP Companies, taken as a wholeany of its Subsidiaries; or (div) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or any ACFP Company other than those relating to the ACFP Continuing Indebtednessof its Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller the Company or any ACFP Company of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in as may be required under the aggregate, would not have an ACFP Material Adverse EffectHSR Act.

No Conflicts; Consents. The execution, delivery and performance by Seller each of the Companies of this Agreement and the Transaction Related Documents to which it is a partythey are specified to be parties, as applicable, does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do not and compliance by each of the Companies and Cawse with the terms hereof and thereof, will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of any Lien upon any of the properties or assets of either of the Companies or Cawse under, any provision of (i) the certificate of incorporation, incorporation or by-laws (or other equivalent organizational documents documents) of Seller either of the Companies or Cawse, (ii) except as set forth on Schedule 4.03, any ACFP Company; Company Contract, or (biii) conflict with any Judgment or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller either of the Companies or any ACFP CompanyCawse or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii), except where any such conflict, violation or default items that have not had and would notnot reasonably be expected to have, individually or in the aggregate, be an Adverse Impact. No material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller either of the Companies or any ACFP Company Cawse in connection with the execution entry into, execution, delivery and delivery performance of this Agreement and Agreement, the Transaction Related Documents to which it is a party and they are specified to be parties, as applicable, or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consentsother than (A) compliance with the ECMR, approvals(B) compliance with the requirements under the FATA, Permits, Governmental Orders, declarations, filings (C) other Required Regulatory Approvals and (D) those that may be required solely by reason of NN’s or notices which, Purchaser’s (as opposed to any other third party’s) participation in the aggregate, would not have an ACFP Material Adverse EffectAcquisition and the other transactions contemplated hereby.

No Conflicts; Consents. The execution, execution and delivery by each of Parent and performance by Seller Sub of this each Transaction Agreement and the Transaction Documents to which it is a party, do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Parent or Sub, any provision of (i) the certificate of incorporation, by-laws charter or other organizational documents of Seller Parent or Sub, (ii) any ACFP Company; material Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (biii) conflict with subject to the filings and other matters referred to in the following sentence, any Order or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to Seller Parent or any ACFP CompanySub or their respective properties or assets, other than, in each casethe case of CLAUSES (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Parent Material Adverse Effect. No Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller Parent or any ACFP Company Sub in connection with the execution execution, delivery and delivery performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (A) compliance with and filings under the HSR Act, (B) the filing with the SEC of (x) the Offer Documents and (y) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Documents to which it is a party Agreements, the Offer, the Merger and the consummation other Transactions, (C) the filing of the transactions contemplated hereby and therebyCertificate of Merger with the Secretary of State of the State of Delaware, except for (D) such consentsfilings as may be required in connection with the taxes described in SECTION 7.08, approvals(E) Consents, Permitsregistrations, Governmental Orders, declarations, declarations or filings or notices which, required to be made solely by reason of the Company's participation in the aggregate, would not have an ACFP Material Adverse EffectTransactions and (F) such other items as are set forth in SECTION 5.06 of the Parent Disclosure Letter.

No Conflicts; Consents. The execution, delivery and performance execution by Seller of this Agreement and the Transaction Documents to which it is a partydoes not, and the consummation of the Shares Purchase and the other transactions contemplated hereby except those in relation to the Assignment of Debt and therebycompliance by Seller with the terms hereof will not conflict with, do not and will not: (a) conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of any Lien upon any of the properties or assets of Seller under, any provision of (i) the certificate of incorporation, by-laws or other organizational organisational documents of Seller except for the pre-emptive rights of Purchaser in relation to the Shares, (ii) any contract, lease, licence, indenture, agreement, commitment or other legally binding arrangement (a “Contract”) to which Seller is a party or (iii) any ACFP Company; judgment, order or decree (b“Judgment”) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Companygiven specifically against Seller, other than, in each casethe case of Sections (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Seller Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessAdverse Effect. No material consent, approval, Permitlicense, Governmental Orderpermit, order or authorisation (“Consent”) of, or registration, declaration or filing with, any state, local or notice toforeign government or any court of competent jurisdiction, any administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Authority Entity”) is required to be obtained or made by or with respect to Seller or any ACFP Company in connection with the execution and delivery performance of this Agreement and the Transaction Documents to which it is a party and or the consummation of the Shares Purchase or the other transactions contemplated hereby and therebyexcept those in relation to the Assignment of Debt, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, other than those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the aggregate, would not have an ACFP Material Adverse EffectShares Purchase and the other transactions contemplated hereby except those in relation to the Assignment of Debt.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Seller Purchaser of this Agreement and each of the Other Transaction Documents to which it is specified to be a party, party and the consummation by Purchaser of the transactions contemplated hereby and thereby, thereby and the performance by Purchaser of its other obligations hereunder and thereunder do not and or will not: (a) , as applicable, conflict with with, or result in a any (i) violation or breach default by Purchaser or any of its subsidiaries, (ii) termination, cancellation or acceleration of any right or obligation of Purchaser or any of its subsidiaries, (iii) loss of any benefit of Purchaser or any of its subsidiaries or (iv) creation of any Lien (other than any Permitted Lien) upon any property or asset of Purchaser or any of its subsidiaries of or under any provision of, or default under, any provision of (A) the certificate of incorporation, by-laws or other organizational documents of Seller Purchaser or any ACFP Company; of its subsidiaries, (bB) conflict with or result in a violation or breach any material Contract of any provision of any Law or Governmental Order applicable to Seller Purchaser or any ACFP Companyof its subsidiaries or (C) any Injunction or, subject to the 31 Authorizations and Filings described in Section 4.03(b), applicable Law, other than, in the case of each caseof clauses (B) and (C), except where any such conflictviolation, violation default, termination, cancellation, acceleration, loss of benefit or default creation of a Lien that would notnot reasonably be expected to, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation Purchaser Material Adverse Effect. (b) No Authorization or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Filing is required to be obtained or made by or with respect to Seller or any ACFP Company Purchaser in connection with the execution and delivery of this Agreement and or the Other Transaction Documents to which it is a party and Documents, the consummation of the transactions contemplated hereby or thereby or the compliance by Purchaser with the terms and therebyconditions hereof and thereof, except for other than (i) as may be required by the HSR Act or the notification to the NSIA, (ii) as may be required solely by reason of Seller’s or any of its Affiliates’ (including the Company Groups’) participation in the transactions contemplated by any of the Transaction Documents, (iii) as may be required by the rules or regulations of any applicable securities exchange or listing authority and (iv) such consentsAuthorizations or Filings, approvals, Permits, Governmental Orders, declarations, filings or notices the absence of which, or the failure of which to be made would not reasonably be expected to, individually or in the aggregate, would not have an ACFP result in a 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. SECTION 4.04

No Conflicts; Consents. The executionexecution and delivery by the Company hereof do not, the execution and delivery and performance by Seller the Company of this each Ancillary Agreement and the Transaction Documents to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby Transactions and therebycompliance by the Company with the terms hereof and thereof will not contravene, do not and will not: (a) conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, to a right to challenge the Transactions 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 the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporation, incorporation or by-laws (or comparable documents) of the Company or any Company Subsidiary, (ii) any Contract or Benefit Plan 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) any judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by, or any consent agreement, memorandum of understanding or other organizational documents of Seller Contract with, any Governmental Entity (in each case whether temporary, preliminary or permanent) (“Judgment”), Permit or Applicable Law applicable to the Company or any ACFP Company; (b) conflict with Company Subsidiary or result in a violation their respective properties or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Companyassets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and would not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Company Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessAdverse Effect. No consent, approval, Permitwaiver, Governmental Orderlicense, declaration permit, franchise, authorization or filing withJudgment (“Consent”) of, or notice toregistration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery of this performance hereof or any Ancillary Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions or the ownership by the Purchaser of the Shares following the Closings, other than (A) compliance with and therebyFilings under Section 13(a) and Section 14(f) of the Exchange Act, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, (B) those that may be required solely by reason of the Purchaser’s (as opposed to any other third party’s) participation in the aggregateTransactions, would and (C) those which if not obtained or made will not reasonably be expected to have an ACFP a Company Material Adverse Effect.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller of this Agreement do not, the execution and the Transaction Documents delivery by Seller of each Ancillary Agreement to which it is, or is specified to be, a partyparty will not, and the consummation of the Acquisition and the other transactions contemplated hereby and therebythereby and compliance by Seller with the terms hereof and thereof will not conflict with, do not and will not: (a) conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 upon any of the properties or assets of the Company or any Subsidiary under, any provision of (i) the certificate of incorporation, incorporation or by-laws (or other organizational documents the comparable governing instruments) of Seller the Company or any ACFP Company; Subsidiary, (bii) conflict with any Contract to which the Company or result in any Subsidiary is a violation party or breach by which any of their respective properties or assets is bound or (iii) any provision of any Judgment or Applicable Law or Governmental Order applicable to Seller the Company or any ACFP CompanySubsidiary or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default items that have not had and would notnot reasonably be likely to have, individually or in the aggregate, be a Company Material Adverse Effect. No material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is a party and or any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consentsother than (A) compliance with and filings under the HSR Act, approvals(B) compliance with and filings under Section 13(a) of the Exchange Act, Permits(C) filings of termination statements and mortgage releases in connection with the release by the lenders under the Credit Facilities of all Liens securing the Credit Facilities upon the Shares and the assets of the Company and the Subsidiaries, Governmental Orders, declarations, filings or notices which, and (D) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the aggregate, would not have an ACFP Material Adverse EffectAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts; Consents. The executionExcept as set forth in Section 4.05 of ------------ the Company Disclosure Letter, the execution and delivery and performance by Seller the Company of this each Transaction Agreement and the Transaction Documents to which it is a partyparty do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a 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 (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporationCompany Charter, bythe Company By-laws or other the comparable charter or organizational documents of Seller any Company Subsidiary, (ii) any Contract to which the Company or any ACFP Company; Company Subsidiary is a party or by which any of their respective properties or assets is bound or (biii) conflict with or result subject to the filings and other matters referred to in a violation or breach of the following sentence, any provision of any Order or Applicable Law or Governmental Order applicable to Seller the Company or any ACFP CompanyCompany Subsidiary or their respective properties or assets, other than, in each casethe cases of clause (ii) or (iii) above, except where ----------- ----- any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Company Material Adverse Effect. No Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery performance of this any Transaction Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions, other than (A) compliance with and therebyfilings under the HSR Act, except for (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such consentsapproval is required by Applicable Law, approvalsand (3) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement and the other Transaction Agreements, Permitsthe Offer, Governmental Ordersthe Merger and the other Transactions, declarations(C) 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 the Company is qualified to do business, (D) such filings or notices whichas may be required in connection with the Taxes described in Section 7.08, and (E) such other items as are set forth in Section ------------ ------- 4.05 of the aggregate, would not have an ACFP Material Adverse Effect.Company Disclosure Letter. ----

No Conflicts; Consents. The executionexecution and delivery by the Company hereof do not, the execution and delivery and performance by Seller the Company of this each Ancillary Agreement and the Transaction Documents to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby Transactions and therebycompliance by the Company with the terms hereof and thereof will not contravene, do not and will not: (a) conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, to a right to challenge the Transactions 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 the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporation, incorporation or by-laws (or comparable documents) of the Company or any Company Subsidiary, (ii) any Contract or Benefit Plan 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) any judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by, or any consent agreement, memorandum of understanding or other organizational documents of Seller Contract with, any Governmental Entity (in each case whether temporary, preliminary or permanent) (“Judgment”), Permit or Applicable Law applicable to the Company or any ACFP Company; (b) conflict with Company Subsidiary or result in a violation their respective properties or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Companyassets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and would not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Company Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessAdverse Effect. No consent, approval, Permitwaiver, Governmental Orderlicense, declaration permit, franchise, authorization or filing withJudgment (“Consent”) of, or notice toregistration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company Subsidiary in connection with the execution execution, delivery and delivery of this performance hereof or any Ancillary Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions or the ownership by the Purchaser of the Shares following the Closings, other than (A) compliance with and therebyFilings under Section 13(a) and Section 14(f) of the Exchange Act, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, (B) those that may be required solely by reason of the Purchaser’s (as opposed to any other third party’s) participation in the aggregateTable of Contents Transactions, would and (C) those which if not obtained or made will not reasonably be expected to have an ACFP a Company Material Adverse Effect.

No Conflicts; Consents. The Subject to Schedule 4.07, the execution, delivery and performance by Seller each of AINC, New Holdco, and Merger Sub of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate Organizational Documents of incorporationAINC, by-laws New Holdco or other organizational documents of Seller Merger Sub, or any ACFP Companyof AINC’s other Subsidiaries; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller AINC, New Holdco, Merger Sub, or any ACFP Company, in each case, except where such conflict, violation of AINC’s other Subsidiaries or default would not, individually any other respective properties or in the aggregate, be material to the ACFP Companies, taken as a wholeassets; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in under any party the right Contract to accelerate, terminate, modify or cancel any Material Contract which AINC or any Permit required by of its Subsidiaries is a party as of the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholedate hereof; or (d) result in the creation or imposition of any an Encumbrance (other than Permitted Encumbrances Encumbrance) on any of the properties or assets of AINC or any ACFP Company other than those relating to the ACFP Continuing Indebtednessof its Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller AINC, New Holdco, Merger Sub, or any ACFP Company of AINC’s other Subsidiaries in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and therebyTransactions, except for such consentsfilings as may be required under the HSR Act and filings expressly described in this Agreement and the other Transaction Documents; or (e) result in any of the Bennetts, approvalsMJB Investments or Xxxxxxx or any of their respective controlled Affiliates becoming an “acquiring person” under that certain Amended and Restated Rights Agreement, Permitsdated effective as of the date of this Agreement, Governmental Ordersbetween the Company and Computershare Trust Company, declarationsN.A., filings as Rights Agent, or notices which, in any similar rights plan or agreement that may be adopted by New Holdco following the aggregate, would not have an ACFP Material Adverse Effectdate of this Agreement.

No Conflicts; Consents. (a) The execution, execution and delivery by each of Parent and performance by Seller Merger Sub of this Agreement does not, and the Transaction Documents to which it is a party, performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby, do not and by this Agreement will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit, require a consent or waiver under, require the payment of a penalty or change in control payment under, or result in the creation of any Lien upon any of the properties or assets of Parent, Intermediate Co or Merger Sub under, any provision of (i) the certificate of incorporation, by-laws governing or other organizational documents of Seller Parent, Intermediate Co or any ACFP CompanyMerger Sub; (bii) conflict with any written or result oral contract, lease, sublease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, to the extent legally binding on the parties thereto) (a violation “Contract”) to which Parent, Intermediate Co or breach Merger 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 3.03(b), as of the date hereof, to the Knowledge of Parent, any provision of any Law material judgment, order or Governmental Order applicable to Seller decree (“Judgment”), statute, law (including common law), ordinance, rule or any ACFP Companyregulation (“Law”) or Permit, in each case, except where such conflictapplicable to Parent, violation Intermediate Co or default would notMerger Sub or their respective properties or assets, other than, in the case of clause (ii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, and in the case of clause (iii) above as would not reasonably be expected to be material to the ACFP CompaniesCompany and the Company Subsidiaries, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and ---------------------- performance by Seller of this Agreement and the each Transaction Documents Document to which it is a partyor, and at the consummation of the transactions contemplated hereby and therebyClosing, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby Contemplated Transactions to which it is a party do not and therebywill not (i) violate any provision of the Certificate of Incorporation or By-laws of Seller; (ii) to the knowledge of Seller, require Seller or any Affiliate of Seller 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 4.14; (iii) --------------- ------------- require Seller or any Affiliate of Seller 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, Germany, Switzerland, Austria, the United Kingdom, South Africa and any political subdivision thereof), except as set forth on Schedule 4.7 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 Seller, require Seller or any Affiliate of Seller to obtain any consent, approval or action of or waiver from, or to make any filing with, or give any notice to, any person not referred to in clauses (ii) or (iii), except as set forth on Schedule -------- 4.7 and except where the failure to obtain any such consent, approval or waiver, --- or to make any filing, or give any such notice would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business; (v) if the Seller Consents are obtained prior to Closing, violate, conflict with or result in a breach or Default under (after the giving of notice or the passage of time or both), or permit the termination of, any Contract to which Seller is a party or by which it or any of its assets may be bound or subject, or result in the creation of any Lien upon the Assets pursuant to the terms of any such Contract, except 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 Seller, if the Seller Consents are obtained prior to Closing, violate any Law or Order of any Regulatory Body against, or binding upon, Seller, or upon the Assets or the Business; or (vii) if the Seller Consents are obtained prior to Closing, violate (A) any other United States Law or Order or (B) to the knowledge of Seller, any other Law or Order not described in clauses (vi) or (vii), in each case which is against, or binding upon, Seller, or upon the Assets or the Business, 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), Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.(iii) and (iv) above shall be collectively referred to herein as "Seller Consents". ---------------

No Conflicts; Consents. The executionExcept as set forth on Section 3.03 of the Seller Disclosure Letter, the execution and delivery by Lucky Parent and performance by each Seller of this Agreement and the Transaction Documents each Specified Collaboration Document to which it each of them is, or is specified to be, a party, the consummation by Lucky Parent and each Seller of the Acquisition and the consummation of the other transactions contemplated hereby and thereby, thereby and compliance by Lucky Parent and each Seller with the terms hereof and thereof do not and will not: (a) not conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a 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 or transfer of any of the properties or assets of Lucky Parent or any Seller under, any provision of (i) the certificate of incorporation, incorporation or by-laws (or other organizational documents comparable documents) of Lucky Parent or any Seller, (ii) any Indenture, (iii) any Contract (other than those listed in clause (ii) above) to which Lucky Parent or any Seller is a party or to which the Business, Lucky Parent, any Seller or any ACFP Company; of their respective properties or assets is subject or (biv) conflict with any Judgment or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to Lucky Parent or any Seller or any ACFP Companyof their respective properties or assets, other than, in each casethe case of clauses (iii) and (iv) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would nothave, individually or in the aggregate, a Seller Material Adverse Effect. Except as set forth on Section 3.03 of the Seller Disclosure Letter or as have not had and could not reasonably be material expected to the ACFP Companieshave, taken as a whole; individually or (d) result in the creation aggregate, a Seller Material Adverse Effect, no consent or imposition of any Encumbrance other than Permitted Encumbrances on any properties Permit (“Consent”) of, or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity, or any third parties or stockholders of Lucky Parent, in each case is required to be obtained or made by or with respect to Seller Lucky Parent or any ACFP Company Seller in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and or any Specified Collaboration Document, the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings thereby or notices whichcompliance with the terms hereof and thereof, in each case other than compliance with and filings under the aggregateXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, would not have an ACFP Material Adverse Effectas amended (the “HSR Act”).

No Conflicts; Consents. (a) The executionexecution and delivery by Holdings of, delivery and the performance by Seller Holdings of any obligations under, this Agreement and the Transaction Ancillary Documents to which it Holdings is, or is specified to be, a partyparty do not, and the consummation of the transactions contemplated hereby Transactions and therebycompliance with the terms hereof and thereof will not conflict with, do not and will not: (a) conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation of Holdings or to loss of a material benefit to Holdings under, or result in the creation of any Liens (other than a Permitted Lien) upon any of the properties or assets of Holdings under, any provision of (i) the certificate Governing Documents of incorporationHoldings, by-laws (ii) any Contract to which Holdings is a party or by which Holdings’ properties or assets is bound or (iii) subject to the filings and other organizational documents of Seller matters referred to in Section 3.03(b) or Section 4.05, any ACFP Company; (b) conflict with Judgment or result in a violation or breach of any provision of any Law or Governmental Order that is material and applicable to Seller Holdings or any ACFP Companyits properties or assets, other than, in each casethe case of clause (ii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, would not be material reasonably expected to the ACFP Companies, taken as have a whole; Holdings Material Adverse Effect. (cb) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach No Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice toGovernmental Authorization from, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller or any ACFP Company Holdings in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Ancillary Documents to which it Holdings is, or is specified to be, a party and or the consummation of the transactions contemplated hereby Transactions, other than (i) compliance with and therebysuch filings under applicable requirements of the HSR Act and the U.K. Approvals, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in (ii) the aggregate, would not have an ACFP Material Adverse Effect.filing of applications under §4001.253 of the Texas

No Conflicts; Consents. The execution, execution and delivery by JLL and performance by Seller ------------------------ Purchaser of this Agreement and the Transaction Documents each other transaction document to which it JLL and Purchaser is a party, and the consummation by JLL and Purchaser of the transactions contemplated hereby and thereby, thereby and compliance by JLL and Purchaser with the terms hereof and thereof do not and will not: (a) conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of any Lien upon any of the properties or assets of JLL or Purchaser under, any provision of (i) the certificate of incorporation, by-laws or other organizational documents of Seller JLL or Purchaser, (ii) any contract, agreement or instrument to which JLL or Purchaser or any ACFP Company; of their subsidiaries is a party or by which any of their respective properties or assets is bound or (biii) conflict with any judgment, order or result in a violation decree or breach of any provision of any Law or Governmental Order laws applicable to Seller JLL or Purchaser or any ACFP Companyof their subsidiaries or their respective properties or assets, other than, in each casethe case of clause (ii) above, any such items disclosed on Schedule 6.3. Except as ------------ disclosed on Schedule 6.3 and except where with respect to the required filing under ------------ the HSR Act and any filings required under federal or state securities laws, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to JLL or Purchaser or any of their subsidiaries in connection with JLL's and Purchaser's execution, delivery and performance of this Agreement or the consummation by JLL or Purchaser of the transactions contemplated hereby or the conduct by JLL or Purchaser of the business following the Closing as conducted on the date hereof, other than any such conflict, violation items which if not obtained or default would notmade, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP JLL Material Adverse Effect.

No Conflicts; Consents. The Subject to the Sale Order having been entered, the execution, delivery and performance by each Seller of this Agreement and the Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Companysuch Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Sellers, the Business or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholePurchased Assets; (c) except as set forth out in Section 3.05 4.03 of the Disclosure Schedules, require the consent consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the the‌ acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or Permit to which a Seller is a party or by which a Seller or the Business is bound or to which any Permit required by of the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholePurchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessPurchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or any ACFP Company in connection with the execution and delivery of this Agreement and or any of the Transaction Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, to the extent required if the Sale Order is not entered and except as set out in Section 4.03 of the aggregate, would not have an ACFP Material Adverse EffectDisclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Units and the issuance and reservation for issuance of the Warrant Shares) will not and will not: (ai) conflict with or result in a violation of the Certificate of Incorporation or breach Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or default under, any provision of instrument to which the certificate of incorporation, by-laws or other organizational documents of Seller Company or any ACFP Company; of its Subsidiaries is a party, or (biii) conflict with or result in a violation or breach of any provision law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any Law self-regulatory organizations to which either the Company or Governmental Order its securities are subject) applicable to Seller the Company or any ACFP Companyof its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, in each casewith respect to clauses (ii) and (iii), except where for such conflictconflicts, violation or default defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be material to required under the ACFP CompaniesSecurities Act in connection with the performance of the Company's obligations under the Registration Rights Agreement, taken (x) for the filing of a Form D with the SEC and the listing of additional shares with the SmallCap Market (as a whole; that term is defined below), (cy) except as may be required for compliance with applicable state securities or "blue sky" laws, or (z) as otherwise set forth in Section 3.05 3(e) of the Disclosure SchedulesSchedule, require the consent or notice by Company is not required to obtain any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permitauthorization or order of, Governmental Order, declaration or make any filing or registration with, any court or notice to, any Governmental Authority is required by or with respect to Seller governmental agency or any ACFP Company regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in connection with the execution and delivery Section 3(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement and the Transaction Documents to which it is a party and the consummation or any of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effectother Transaction Documents.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Seller of this Agreement and the Transaction Documents to which it is a party, party and the consummation by each Seller of the transactions contemplated hereby and thereby, Transaction do not and will not: , as applicable, (ai) violate or conflict with any organizational documents of such Seller, (ii) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default by (or create an event thatwhich, with or without notice or lapse of time or both, would constitute a default by) such Seller, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the acceleration 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 breach of any Governmental Order or Law applicable to any of the Transferred Entities, (iv) require the consent, waiver or approval of or create 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 right payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Transferred Entities would otherwise be required to acceleratepay pursuant to the terms of such Contract had the Transaction not occurred, terminateexcept as set forth on Section 3.04 of the Disclosure Letter and, modify or cancel any Material Contract or any Permit required by in the ACFP Companies to conduct the ACFP Business as currently conducted case of clauses (ii), (iii), (iv) and (v) except as would notnot have, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller of this Agreement and by the Transaction Documents to which it is a party, Company and the consummation by the Company of the transactions contemplated hereby and thereby, do not and Merger will not: (aa)(i) cause a violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws or (ii) cause a violation of any of the provisions of the Organizational Documents of any Company Subsidiary; (b) cause a violation of any Law applicable to the business of the Company or any Company Subsidiary; (c) violate or conflict with with, or result in a violation or breach of any provision of, or default underrequire any consent, any provision of the certificate of incorporationwaiver or approval with respect to, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse the giving of notice, the passage of time or bothotherwise, would constitute a default or give rise to any such right) or give rise to any right of termination, cancellation, modification or acceleration under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeContract; or (d) result in the creation or imposition of any Encumbrance Lien upon any of the properties, rights or assets of the Company, other than Permitted Encumbrances on Liens, except in the case of clauses (a)(ii), (b), (c) and (d), for any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No such violation, conflict, breach, consent, waiver, approval, Permitdefault, Governmental Orderright, declaration termination, cancellation, modification, acceleration or filing withLien that has not had, and would not reasonably be expected to have, individually or notice toin the aggregate, any Governmental Authority is a Company Material Adverse Effect. Except as may be required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the DGCL, the listing requirements of The NASDAQ Stock Market LLC (“NASDAQ”), the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or other applicable Antitrust Laws, and the CFIUS Clearance, the Company is not required to make any filing with respect or to Seller or obtain any ACFP Company consent from any Person in connection with the execution and delivery of this Agreement and by the Transaction Documents to which it is a party and Company or the consummation by the Company of the transactions contemplated hereby and therebyMerger, except for such consentsconsents or filings that, approvalsif not obtained or made, Permitswould not reasonably be expected to have, Governmental Orders, declarations, filings individually or notices which, in the aggregate, would not have an ACFP a Company Material Adverse Effect.

No Conflicts; Consents. The execution, execution and delivery by each of Seller and performance by Seller the Company of this Agreement and the Transaction Documents each Ancillary Agreement to which it Seller or the Company is or is specified to be a partyparty do not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation or breach ofof or default (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind (collectively, "Liens"), upon any of the properties or assets of the Company under, any provision of (i) the certificate Certificate of incorporation, byIncorporation or By-laws or other organizational documents of Seller or the Articles of Incorporation or By-laws of the Company, (ii) except as set forth in Schedule 4(b), any ACFP Company; note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Seller or the Company is a party or by which any of their respective properties or assets are bound or (biii) conflict with any judgment, order, decree, statute, law, ordinance, rule or result in a violation or breach of any provision of any Law or Governmental Order regulation applicable to Seller or any ACFP Companythe Company or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflictitems that, violation individually or default would in the aggregate, could not reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company or on the ability of Seller or the Company to consummate the transactions contemplated hereby and by the Ancillary Agreements (a "Seller Material Adverse Effect"). No consent, approval, license, 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 Seller or the Company in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Sections 13(a), 13(d) and 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), (C) compliance with and filings and notifications under applicable environmental laws, including with respect to the termination and reissuance or the transfer of environmental permits, licenses and authorizations, (D) the registration of the Valero Shares or, subject to Section 13(b), shares of Buyer Common Stock (as defined in Section 13(b)) under the Securities Act of 1933 (the "Securities Act") and any state "Blue Sky" laws pursuant to the Stockholder Agreements and (E) those that may be required solely by reason of Buyer's or Valero's (as opposed to any other third party's) participation in the transactions contemplated hereby or by any Ancillary Agreement. Each of the environmental compliance matters, filings and notifications referred to in clause (C) of the immediately preceding sentence is identified in Schedule 4(b), other than such matters, filings and notifications that could not, individually or in the aggregate, reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. (a) The executionexecution and delivery by the Company of, delivery and the performance by Seller of its obligations under, this Agreement and the Transaction Ancillary Documents to which it is, or is specified to be, a partyparty do not, and the consummation of the transactions contemplated hereby Transactions and thereby, do not compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any of its subsidiaries under, any provision of (i) the certificate Governing Documents of incorporation, by-laws or other organizational documents of Seller the Company or any ACFP Company; of its subsidiaries, (bii) conflict with any Contract to which the Company or result 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 a violation Section 4.05(b), any Judgment or breach of any provision of any Law or Governmental Order applicable to Seller the Company or any ACFP Companyof its subsidiaries or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) No material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice toGovernmental Authorization from, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller the Company or any ACFP Company of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Ancillary Documents to which it is a party and or the consummation of the transactions contemplated hereby Transactions, other than (i) compliance with and therebysuch filings under applicable requirements of the HSR Act, except for (ii) compliance with and such consents, approvals, Permits, Governmental Orders, declarations, Consents or filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.as may be required under the

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Seller the Company of this Agreement does not, and the Transaction Documents to which performance by it is a party, of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby, do not and by this Agreement will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, require a consent or waiver under, require the payment of a penalty or change in control payment under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the certificate of incorporationCompany Charter, bythe Company By-laws or other the comparable charter or organizational documents of Seller any Company Subsidiary (assuming that the Company Shareholder Approval is obtained), (ii) any Material Contract to which the Company or any ACFP Company Subsidiary is a party or by which any of their respective properties or assets is bound, (iii) any Real Estate Lease for any Leased Real Property which is used as a fitness center (including any guaranties thereto) or (iv) subject to the filings and other matters referred to in Section 4.05(b), as of the date hereof, to the Knowledge of the Company; (b) conflict with , any Permit, Judgment or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP CompanyLaw, in each case, except where such conflictapplicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Shareholder Approval is obtained), violation or default would notother than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, and in the case of clause (iv) above, as would not reasonably be expected to be material to the ACFP CompaniesCompany and the Company Subsidiaries, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Seller Parent of this Agreement, the Escrow Agreement and the Transaction Documents to which it is a partyLock-Up and Liquidity Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP CompanyParent; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Parent; or (c) require the consent, notice or other action by or to any Person pursuant to, or result in any breach or violation of or constitute a default under, any Contract to which Parent or any ACFP Companyof its Affiliates is a party. Except for (i) applicable requirements of the Exchange Act, including the filing of any Current Report on Form 8-K required to be filed in connection with the Mergers, (ii) the filing of the Registration Statement and the Prospectus under the Securities Act, if applicable, (iii) any filings required under state securities Laws, (iv) any filings required by NASDAQ and (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, in each case, except where such conflictwhich have or will be made, violation neither Parent nor Merger Sub is required to submit any notice, report or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, other filing with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and execution, delivery or performance by it of this Agreement and the Transaction Documents to which it is a party and or the consummation of the transactions contemplated hereby hereby. Other than as stated above, no consent, approval or authorization of any governmental or regulatory authority or any other party or Person is required to be obtained by Parent or Merger Sub in connection with its execution, delivery and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings performance of this Agreement or notices which, in the aggregate, would not have an ACFP Material Adverse Effectconsummation of the transactions contemplated hereby.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller such Purchaser Party of this Agreement do not, the execution and the Transaction Documents delivery by such Purchaser Party of each Ancillary Agreement to which it is, or is specified to be, a partyparty shall not, and the consummation of the Acquisition and the other transactions contemplated hereby and therebythereby and compliance by such Purchaser Party with the terms hereof and thereof shall not conflict with, do not and will not: (a) conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of any Lien upon any of the properties or assets of such Purchaser Party or any of its subsidiaries under, any provision provisions of (i) the certificate of incorporation, incorporation or by-laws or other organizational documents of Seller such Purchaser Party or any ACFP Company; of its subsidiaries, (bii) conflict with any Contract to which such Purchaser Party or result in any of its subsidiaries is a violation party or breach by which any of their respective properties or assets is bound or (iii) any provision of any Judgment or Applicable Law or Governmental Order applicable to Seller such Purchaser Party or any ACFP Companyof its subsidiaries or their respective properties or assets, other than, in each casethe case of subclauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 Purchaser Table of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration Contents Material Adverse Effect. No Consent of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, with any Governmental Authority Government Entity is required to be obtained or made by or with respect to Seller such Purchaser Party or any ACFP Company of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is a party and or any Ancillary Agreement or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consentsother than (i) compliance with and any filings required under Section 13(a) or 15(d) of the Exchange Act, approvals, Permits, Governmental Orders, declarations, filings or notices which, and (ii) those that may be required solely by reason of the participation of Seller and the Company (as distinguished from any other third party) in the aggregate, would not have an ACFP Material Adverse EffectAcquisition and other transactions contemplated hereby and by the Ancillary Agreements).

No Conflicts; Consents. The execution, execution and delivery by each of Holding and performance by Seller the Corporation of this Agreement does not, the execution and delivery by each of Holding and the Transaction Documents Corporation of each Related Document to which it is, or is specified to be, a partyparty will not, and the consummation of the transactions contemplated hereby and thereby, do not thereby and compliance by each of Holding and the Corporation with the terms hereof and thereof will not: (a) , directly or indirectly, conflict with with, or result in a any violation or other breach of, of or default under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or a loss of a material benefit under, any provision, term or condition of (a) the certificate of incorporation, incorporation or by-laws of Holding or other organizational documents of Seller or any ACFP Company; the Corporation, (b) conflict with except as set forth on SCHEDULE 4.3, any Contract required to be listed on Schedule 4.10 or result in a violation or breach (c) any judgment, order, decree of any provision of Governmental Entity ("JUDGMENT") or any Law federal, state, local or Governmental Order foreign statute, law, ordinance, rule or regulation ("APPLICABLE LAW") applicable to Seller any Corporation Entity or any ACFP Companytheir respective properties or assets, other than, in each casethe case of clauses (b) and (c) above, except where any such conflictconflicts, violation violations, defaults, or default would notrights that, individually or in the aggregate, would not reasonably be material expected to have a Material Adverse Effect on the ACFP Companies, Corporation Entities taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach . No Permit of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller or any ACFP Company Corporation Entity in connection with the execution execution, delivery and delivery performance by any Corporation Entity of this Agreement and the Transaction Documents or any Related Document to which it is they are, or are specified to be, a party and party, or the consummation of the transactions contemplated hereby and thereby, except for such consentsother than (i) compliance with and filings under the HSR Act, approvals(ii) those Permits set forth on SCHEDULE 4.3, Permits(iii) compliance with and filings and notifications under applicable Environmental Laws and (iv) those the failure of which to obtain or make, Governmental Orders, declarations, filings individually or notices which, in the aggregate, would not reasonably be expected to have an ACFP a Material Adverse EffectEffect on the Corporation Entities taken as a whole, and (v) those that may be required solely by reason of Buyer's (as opposed to any other third party's) participation in the transactions contemplated hereby and by the Related Documents.

No Conflicts; Consents. The execution, delivery and performance by Seller Sellers and the Principals of this Agreement and the other Transaction Documents to which it is a partythey are parties, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization or operating agreement of KHM or the certificate of incorporation, by-laws formation or the limited partnership agreement of Lone Star or any other organizational documents document of Seller or any ACFP Companyeither Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Sellers or any ACFP Companythe Principals, in each case, except where such conflict, violation the Business or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholePurchased Assets; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or Permit to which Sellers or the Principals are a party or by which Sellers, the Principals or the Business is bound or to which any Permit required by of the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholePurchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing IndebtednessPurchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller Sellers or any ACFP Company the Principals in connection with the execution and delivery of this Agreement and or any of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in as may be required under the aggregate, would not have an ACFP Material Adverse EffectHSR Act.

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, do and the compliance by Seller with any of the provisions hereof and thereof, does not and will shall not: (a) conflict with or result in a violation or breach of, or default under, of any provision of the certificate Amended and Restated Articles of incorporation, by-laws Incorporation or other organizational documents Bylaws of Seller or any ACFP CompanySeller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Seller, any of its properties, assets (including the Purchased Assets) or any ACFP Company, in each case, except where such conflict, violation securities or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeBusiness; (c) except as set forth in Section 3.05 4.03 of the Disclosure SchedulesSchedules 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 consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in give rise to any party the right to accelerate, terminate, modify or cancel cancel, or require and consent under, any Material Contract to which Seller is a party or by which it or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeof its assets are otherwise subject; or (d) result in the creation or imposition of any Encumbrance all Encumbrances, other than Permitted Encumbrances on Encumbrances, upon any properties Purchased Asset; or assets (e) with the passage of time, the giving of notice or the taking of any ACFP Company other than those relating to action by another Person, have any of the ACFP Continuing Indebtednesseffects 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 or any ACFP Company in connection with the execution and delivery of this Agreement and or any of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such filings or consents set forth in Section 4.03 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, individually or in the aggregate, would do not have an ACFP have, and are not reasonably likely to have, a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Seller OMG of this Agreement and the Transaction Related Documents to which it is specified to be a party, as applicable, does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, do not and compliance by OMG with the terms hereof and thereof, will not: (a) , conflict with with, or result in a any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of OMG under, any provision of (i) the certificate of incorporation, incorporation or by-laws (or other equivalent organizational documents documents) of Seller OMG, (ii) except as set forth on Schedule 2.03, any Contract to which OMG is a party or by which any ACFP Company; of its properties or assets is bound or (biii) conflict with any Judgment or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller OMG or its properties or assets, other than any ACFP Company, in each case, except where such conflict, violation or default items that have not had and would notnot reasonably be expected to have, individually or in the aggregate, be an OMG Material Adverse Effect. No material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller or any ACFP Company OMG in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Related Documents to which it is specified to be a party and party, as applicable, or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, except for such consentsother than (A) compliance with the Council Regulation (EC) No 139/2004 (the “ECMR”), approvals(B) compliance with the requirements under the Australian Foreign Acquisitions and Takeovers Axx 0000 (the “FATA”), Permits(C) other Required Regulatory Approvals, Governmental Orders, declarations, filings and (D) those that may be required solely by reason of NN’s or notices which, Purchaser’s (as opposed to any other third party’s) participation in the aggregate, would not have an ACFP Material Adverse EffectAcquisition and the other transactions contemplated hereby.

No Conflicts; Consents. The Subject to Schedule 4.07, the execution, delivery and performance by Seller each of AINC, New Holdco, and Merger Sub of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebyTransactions, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate Organizational Documents of incorporationAINC, by-laws New Holdco or other organizational documents of Seller Merger Sub, or any ACFP Companyof AINC’s other Subsidiaries; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller AINC, New Holdco, Merger Sub, or any ACFP Company, in each case, except where such conflict, violation of AINC’s other Subsidiaries or default would not, individually any other respective properties or in the aggregate, be material to the ACFP Companies, taken as a wholeassets; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in under any party the right Contract to accelerate, terminate, modify or cancel any Material Contract which AINC or any Permit required by of its Subsidiaries is a party as of the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholedate hereof; or (d) result in the creation or imposition of any an Encumbrance (other than Permitted Encumbrances Encumbrance) on any of the properties or assets of AINC or any ACFP Company other than those relating to the ACFP Continuing Indebtednessof its Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller AINC, New Holdco, Merger Sub, or any ACFP Company of AINC’s other Subsidiaries in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and therebyTransactions, except for such consentsfilings as may be required under the HSR Act and filings expressly described in this Agreement and the other Transaction Documents; or (e) result in any of the Bennetts, approvalsSharkey, PermitsCowen, Governmental OrdersWelter, declarationsor MJB Investments, filings or notices whichany of their respective controlled Affiliates, in becoming an “acquiring person” under that certain Rights Agreement, dated August 8, 2018, between AINC and Computershare Trust Company, N.A., as Rights Agent, or any similar rights plan or agreement that may be adopted by New Holdco following the aggregate, would not have an ACFP Material Adverse Effectdate of this Agreement.

No Conflicts; Consents. The execution, execution and delivery by each of Parent and performance by Seller Sub of this each Transaction Agreement and the Transaction Documents to which it is a party, do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby, do not the other Transactions and compliance with the terms hereof and thereof will not: (a) , conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default under, both) under any provision of (i) the certificate of incorporation, by-laws charter or other organizational documents of Seller Parent or Sub, (ii) any ACFP Company; material Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (biii) conflict with subject to the filings and other matters referred to in the following sentence, any Judgment or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to Seller Parent or any ACFP CompanySub or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken as have a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach Parent Material Adverse Effect. No Consent of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller Parent or any ACFP Company Sub in connection with the execution execution, delivery and delivery performance of any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Documents to which it is a party Agreements, the Offer, the Merger and the consummation other Transactions, (iii) the filing of the transactions contemplated hereby Certificate of Merger with the Secretary of State of the State of Georgia, (iv) such filings as may be required in connection with the taxes described in Section 7.08, (v) compliance with and therebyfilings under the Auto Warranty Laws of the States set forth in Section 5.06 of the Parent Disclosure Letter, except for such consents(vi) Consents, approvalsregistrations, Permits, Governmental Orders, declarations, declarations or filings or notices which, required to be made solely by reason of the Company's participation in the aggregate, would not have an ACFP Material Adverse EffectTransactions and (vii) such other items as are set forth in Section 5.06 of the Parent Disclosure Letter.

No Conflicts; Consents. The execution, delivery and ---------------------- performance by such Seller of this Agreement and the each Transaction Documents Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of such Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby Contemplated Transactions to which such Seller is a party do not and therebywill not (i) violate any provision of the articles of organization or operating agreement of the Company; (ii) 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 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 any political subdivision thereof), except for 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 clauses (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 a Material Adverse Effect on the Condition of the Business; (v) if the Seller Consents are obtained prior to Closing, violate, conflict with or result in a breach or Default under (after the giving of notice or the passage of time or both), or permit the termination of, any Contract to which the Company or TelePassport Network K.K. is a party or by which the Company or TelePassport Network K.K. or any of the Company's or TelePassport Network K.K.'s assets may be bound or subject, or result in the creation of any Lien upon the assets of the Company or TelePassport Network K.K. pursuant to the terms of any such Contract, except 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), Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effect.(iii) and (iv) above shall be collectively referred to herein as "Seller Consents". ---------------

No Conflicts; Consents. The execution, Neither the execution and delivery and performance by Seller STXB of this Agreement and the Transaction Documents to which it is a party, and related documents nor the consummation of the transactions contemplated hereby and or thereby, do not and nor compliance by STXB with any of the provisions hereof or thereof, will not: (a) violate, conflict with with, or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, or constitute a default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Encumbrance upon any of the material properties or create in any party the right to accelerate, terminate, modify or cancel any Material Contract assets of STXB or any Permit required of its Subsidiaries under any of the terms, conditions or provisions of (i) the Organizational Documents of STXB or any of its Subsidiaries or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which STXB or any of its Subsidiaries is a party or by which it may be bound, or to which STXB or any of its Subsidiaries or any of the ACFP Companies properties or assets of STXB or any of its Subsidiaries may be subject, or (b) assuming that the STXB Regulatory Approvals are duly obtained, violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to conduct the ACFP Business as currently conducted except as would notSTXB or any of its Subsidiaries or any of their respective properties or assets, except, with respect to clause (ii), for such violations, conflicts, breaches or defaults which either individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, aggregate would not have an ACFP or be reasonably likely to have a Material Adverse EffectEffect on STXB.

No Conflicts; Consents. The execution(a) Assuming the delivery or receipt, delivery and performance as applicable, by Seller of the Consents set forth in Section 3.03(a) of the Disclosure Schedule, the execution and delivery by each Selling Entity of this Agreement and each of the Other Transaction Documents to which it is specified to be a party, party and the consummation by each Selling Entity and the Company of the transactions contemplated hereby and thereby, thereby and the performance by each Selling Entity and the Company of their respective other obligations hereunder and thereunder do not and or will not: (a) , as applicable, conflict with with, or result in a any (i) violation or breach default by such Selling Entity or any of its applicable subsidiaries, (ii) termination, cancellation or acceleration of any right or obligation of such Selling Entity or any of its applicable subsidiaries, (iii) loss of any benefit of such Selling Entity or any of 29 its applicable subsidiaries or (iv) creation of any Lien (other than any Permitted Lien) upon any property or asset of such Selling Entity or any of its applicable subsidiaries or under any provision of, or default under, any provision of (A) the certificate of incorporation, by-laws or other organizational documents of Seller such Selling Entity or any ACFP Company; of its applicable subsidiaries, (bB) conflict with or result in a violation or breach any material Contract of any provision of any Law or Governmental Order applicable to Seller such Selling Entity or any ACFP Companyof its applicable subsidiaries or (C) any Injunction or, subject to the Authorizations and Filings described in Section 3.03(b), applicable Law, other than, in the case of each caseof clauses (A) (with respect to organizational documents of the subsidiaries of Seller (other than the Company or the other Selling Entities)), except where (B) and (C), any such conflictviolation, violation default, termination, cancellation, acceleration, loss of benefit or default creation of a Lien that (x) would notnot reasonably be expected to, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation Company Material Adverse Effect and (y) would not reasonably be expected to prevent or breach of, constitute a default materially delay the consummation of the Acquisition. (b) No Authorization or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Filing is required to be obtained or made by or with respect to Seller or any ACFP Company each Selling Entity in connection with the execution and delivery of this Agreement and or the Other Transaction Documents to which it is specified to be a party and party, the consummation of the transactions contemplated hereby or thereby or the compliance by such Selling Entity with the terms and therebyconditions hereof and thereof, except for other than (i) as may be required by the HSR Act or the notification to the NSIA, (ii) as may be required solely by reason of Purchaser’s or any of its Affiliates’ participation in the transactions contemplated by any of the Transaction Documents, (iii) as may be required by the rules or regulations of any applicable securities exchange or listing authority and (iv) such consentsAuthorizations or Filings, approvals, Permits, Governmental Orders, declarations, filings or notices the absence of which, or the failure of which to be made, (x) would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect and (y) would not have an ACFP Material Adverse Effect.reasonably be expected to prevent or materially delay the consummation of the Acquisition. SECTION 3.04

No Conflicts; Consents. The execution, delivery and performance by Seller Parent and Merger Sub of this Agreement and the Transaction Ancillary Documents to which it is they are a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller Parent or any ACFP CompanyMerger Sub; (b) subject to, in the case of the Merger, obtaining the Requisite Parent Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Parent or Merger Sub; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any ACFP Company, in each casePerson under any Contract to which Parent or Merger Sub is a party, except where such the conflict, violation breach, default or default failure to obtain consent would not, individually or in the aggregate, be have a material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtednessadverse effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller Parent or any ACFP Company Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware, (ii) such filings as may be required under the HSR Act, (iii) the filing with the SEC of the S-4 Registration Statement and the Proxy Statement/Prospectus relating to the approval of this Agreement by the holders of Shares and the issuance of Parent Shares in the Merger, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and Nasdaq and (vi) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effecta material adverse effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by Seller of this Agreement and the Transaction Documents Ancillary Agreements to which it Parent or the Company is a partyparty does not, and the performance by Parent and the Company of any of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebyContemplated Transactions (in each case, do not and with or without the giving of notice or lapse of time, or both) will not: , directly or indirectly, (ai) violate or conflict with or result in a any violation or breach ofof the provisions of any of the Organizational Documents of any of the Acquired Companies, (ii) materially violate, breach, conflict with or constitute a default, an event of default, or default underan event creating any additional rights (including rights of amendment, any provision of the certificate of incorporationimpairment, by-laws modification, suspension, revocation, acceleration, first refusal, first offer, termination or other organizational documents of Seller or any ACFP Company; (b) conflict with cancellation), impose additional obligations or result in a violation or breach loss of any provision material rights, or require a consent or the delivery of notice (other than under the HSR Act) under any Law or Governmental Order Permit applicable to Seller an Acquired Company or any ACFP Companyto which an Acquired Company is a party or a beneficiary or otherwise subject, in each case, except where such conflict, violation or default would not, individually or (iii) result in the aggregatecreation of any Liens upon any property or asset owned or used by any Acquired Company. In addition, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 Schedule 5.3(a) of the Acquired Companies Disclosure SchedulesLetter, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller contracts involving amounts in excess of $400,000.00, payable by or to the Parent or any ACFP Company in connection with Acquired Company, the execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements to which it Parent or any Acquired Company is a party does not, and the performance by Parent and the Acquired Companies of any of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and therebyContemplated Transactions (in each case, except for such consentswith or without the giving of notice or lapse of time, approvalsor both) will not, Permitsdirectly or indirectly, Governmental Ordersviolate, declarationsbreach, filings conflict with or notices whichconstitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, modification, suspension, revocation, acceleration, first refusal, first offer, termination, or cancellation), impose additional obligations or result in a loss of any rights, or require a consent or the aggregatedelivery of notice, would not have an ACFP Material Adverse Effectunder any Acquired Company Contract.

No Conflicts; Consents. (a) The execution, delivery and performance by MMAC, MEC and Seller of this Agreement and the execution, delivery and performance by them, the Company and any Company Subsidiary of each of the other Transaction Documents to which it is they (individually or collectively) are or will be a party, and the consummation by each of them of the transactions contemplated hereby and therebythereby (including any assignment of the MGM Agreements to Buyer), do not and will not: (ai) conflict with or result in a violation or breach (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach) of, require any consent, authorization, approval or default exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the certificate Organizational Documents of incorporationMMAC, by-laws or other organizational documents of Seller MEC, Seller, the Company or any ACFP CompanySubsidiary of MMAC (including the Company Subsidiaries); (bii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order binding upon or applicable to Seller MMAC, MEC, Seller, the Company or any ACFP Company, in each case, except where such conflict, violation Subsidiary of MMAC (including the Company Subsidiaries) or default would not, individually or any of their respective assets (including the Transferred Assets and/or the Retained Business); (iii) result in the aggregatecreation or imposition of any Encumbrance upon any of the property or assets of any of MMAC, be material to MEC, Seller, the ACFP Companies, taken as a wholeCompany or any Subsidiary of MMAC (including the Company Subsidiaries); or (civ) except as set forth in Section 3.05 3.05(a)(iv) of the Disclosure SchedulesSchedules and for any consent, notice or other action obtained prior to the date hereof, require the consent consent, the giving of notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default (or an event thatwhich, with or without the giving of notice or lapse the passage of time time, or both, would constitute a default under, default) under or result in the acceleration of or create in of, any party Contract to which MMAC, MEC, Seller, the right to accelerate, terminate, modify or cancel any Material Contract Company or any Permit required Subsidiary of MMAC (including the Company Subsidiaries) is a party or by which any of their properties or assets are bound; except, in the ACFP Companies case of clauses (i) (but only with respect to conduct the ACFP Business as currently conducted except Project Partnerships and Other Entities), (ii), (iii) and (iv) above, as would not, individually or in the aggregate, not be material to (x) the ACFP CompaniesCompany and the Company Subsidiaries, taken as a whole; , the Company Business, or the Transferred Assets or (dy) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Agreement MMAC and the Transaction Documents to which it is MMAC Subsidiaries, taken as a party and whole (including the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse EffectRetained Business).

No Conflicts; Consents. The execution, execution and delivery and performance by Seller CBS of this Agreement and the Transaction Documents each Ancillary Agreement to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, thereby and compliance by CBS with the terms hereof and thereof do not and will not: (a) conflict with with, or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or default 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 creation of any Lien upon any of the properties or assets of CBS or any of its subsidiaries under, any provision of (i) the certificate of incorporation, incorporation or by-laws or other organizational documents of Seller CBS or any ACFP Company; of its subsidiaries, (bii) conflict with any contract, agreement or result in instrument to which CBS or any of its subsidiaries is a violation party or breach by which any of their respective properties or assets is bound or (iii) any provision of any Judgment or Applicable Law or Governmental Order applicable to Seller CBS or any ACFP Companyof its subsidiaries or their respective properties or assets, other than, in each casethe case of clauses (ii) and (iii) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and could not reasonably be material expected to the ACFP Companies, taken have a CBS Material Adverse Effect. Except as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit may be required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would notH-S-R Act, individually no Consent of, or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to Seller CBS or any ACFP Company of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is a party and or any Ancillary Agreement or the consummation by CBS of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings thereby or notices which, in (B) the aggregate, would not have an ACFP Material Adverse Effectconduct by the Company of the Business following the Closing as conducted on the date hereof.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Notes and Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will not and will not: (ai) conflict with or result in a violation of the Certificate of Incorporation or breach Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or default under, any provision of instrument to which the certificate of incorporation, by-laws or other organizational documents of Seller Company or any ACFP Company; of its Subsidiaries is a party, or (biii) conflict with or result in a violation or breach of any provision law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any Law self-regulatory organizations to which either the Company or Governmental Order its securities are subject) applicable to Seller the Company or any ACFP Companyof its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, in each casewith respect to clauses (ii) and (iii), except where for such conflictconflicts, violation or default defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be material to required under the ACFP CompaniesSecurities Act in connection with the performance of the Company’s obligations under the Registration Rights Agreement, taken (x) for the filing of a Form D with the SEC, (y) as a whole; may be required for compliance with applicable state securities or “blue sky” laws, or (cz) except as otherwise set forth in Section 3.05 3(e) of the Disclosure SchedulesSchedule, require the consent or notice by Company is not required to obtain any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permitauthorization or order of, Governmental Order, declaration or make any filing or registration with, any court or notice to, any Governmental Authority is required by or with respect to Seller governmental agency or any ACFP Company regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in connection with the execution and delivery Section 3(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement and the Transaction Documents to which it is a party and the consummation or any of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effectother Transaction Documents.

No Conflicts; Consents. The execution, delivery and performance by Seller Sellers and SBE Holdco of this Agreement and the Transaction Ancillary Documents to which it is they are, respectively, each a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws bylaws or other organizational documents of Seller the Company or any ACFP CompanySBE Holdco; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Sellers, SBE Holdco, or any ACFP the Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 2.05 of the Disclosure Schedules, require the consent consent, notice or notice other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Sellers, SBE Holdco, or the Company is a party or by which Sellers, SBE Holdco, or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract Contract) or any Permit required by affecting the ACFP Companies to conduct properties, assets or business of the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a wholeCompany; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating the Company, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to the ACFP Continuing Indebtednessgive notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller Sellers, SBE Holdco, or any ACFP the Company in connection with the execution and delivery of this Agreement and the Transaction Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consentsas related to any applicable filings required by the U.S. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals, Permits, Governmental Orders, declarations, filings or notices which, in as amended (the aggregate, would not have an ACFP Material Adverse Effect“HSR Act”).

No Conflicts; Consents. The executionExcept as required under the HSR Act, delivery and performance by Seller of this Agreement and the Transaction Documents to which it is a partyno consent, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach Permit of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permit, Governmental Orderregistration, declaration or filing (each, a “Filing”) with, or notice to, any Governmental Authority Entity which has not been obtained or made by Seller is required by for or with respect to Seller or any ACFP Company in connection with the execution and delivery of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated hereby. Except as set forth on Schedule 4.2, the execution, delivery and performance of this Agreement by Sellers does not, and the Transaction Documents consummation by Seller of the transactions contemplated hereby will not, (i) violate any provision of the organizational or governing documents of any Seller, (ii) subject to obtaining the Consents and the Permits and/or Filings referred to in this Section 4.2, conflict with or violate in any material respect any law applicable to Sellers or any permit or order of any Governmental Entity currently in effect with respect to the Business, (iii) violate any provision of any Material Contract or by its terms expressly grant to the other party thereto the right to terminate a Material Contract directly as a result of the sale of the Business by Sellers and the Seller Subsidiaries, or (iv) result in the imposition of any Lien (other than Permitted Liens) on any Business Assets pursuant to, any mortgage, lease, Permit, Contract, instrument, law, order, arbitration award or Judgment to which it any Seller is bound, except in the case of clauses (ii), (iii), and (iv) as would not reasonably be expected, individually or in the aggregate, to require payment by or result in a loss to the Business of more than $25,000. Schedule 4.2 sets forth all third party consents required under Material Contracts and any other Contracts required in connection with the consummation of the transactions contemplated hereby and therebyby this Agreement, except for such consentsin the case of non-Material Contracts, approvalsas would not reasonably be expected, Permits, Governmental Orders, declarations, filings individually or notices which, in the aggregate, would not have an ACFP Material Adverse Effectto require payment by or result in a loss to the Business of more than $25,000 (the “Consents”).

No Conflicts; Consents. The execution, execution and delivery and performance by Seller the Purchaser of this Agreement and the Transaction Documents each Ancillary Agreement to which it is or is specified to be a partyparty do not, and the consummation of the Acquisitions, the IPC Acquisition, the Reorganization and the other transactions contemplated hereby and thereby, do not thereby and compliance by the Purchaser with the terms hereof and thereof will not: (a) , conflict with with, or result in any breach or violation of or constitute a violation default (with or breach ofwithout notice or lapse of time, or default 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 the Purchaser under, any provision of (a) the certificate of incorporationincorporation and bylaws of the Purchaser, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with any Contract to which the Purchaser is a party or result in a violation by which any of its properties or breach of assets is bound or (c) any provision of any Judgment or Law or Governmental Order applicable to Seller the Purchaser or any ACFP Companyits properties or assets, other than, in each casethe case of clauses (b) and (c) above, except where any such conflict, violation or default would notitems that, individually or in the aggregate, have not had and would not reasonably be material expected to have a Purchaser 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 the ACFP CompaniesPurchaser in connection with the execution, taken as a whole; (c) except as set forth in Section 3.05 delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Disclosure SchedulesAcquisitions, require the consent IPC Acquisition, the Reorganization or notice by any Person underthe other transactions contemplated hereby or thereby, conflict withother than (i) compliance with and filings under the HSR Act, result in a violation (ii) compliance with and filings under the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, (iii) compliance with and filings or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit notices required by the ACFP Companies rules and regulations of the New York Stock Exchange, and (iv) those the failure of which to conduct the ACFP Business as currently conducted except as would notbe obtained or made, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution have not had and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not reasonably be expected to have an ACFP a Purchaser Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by Seller the Company of this Agreement and the Transaction Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ai) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP CompanyCompany Charter Documents; (bii) subject to, in the case of the Merger, obtaining the Requisite Stockholder Approval, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP the Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (ciii) except as set forth in Section 3.05 3.03 of the Company Disclosure Schedules, require the any consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would notContract, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (div) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company, other than, in the case of clauses (ii) and (iii), any ACFP Company other than those relating such conflict, violation, breach, default, acceleration, termination, modification or cancellation that, would not, individually or in the aggregate, reasonably be expected to be material to the ACFP Continuing IndebtednessCompany. 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 any ACFP the Company in connection with the execution execution, delivery and delivery performance of this Agreement and the Transaction Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such other consents, approvals, Permits, Governmental Orders, declarationsdeclaration, filings or notices whichnotices, the failure of which to be obtained or made would not, individually or in the aggregate, would not have an ACFP Material Adverse Effectreasonably be expected to be material to the Company.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Units and the issuance and reservation for issuance of the Warrant Shares) will not and will not: (ai) conflict with or result in a violation of the Certificate of Incorporation or breach Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or default under, any provision of instrument to which the certificate of incorporation, by-laws or other organizational documents of Seller Company or any ACFP Company; of its Subsidiaries is a party, or (biii) conflict with or result in a violation or breach of any provision law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any Law self-regulatory organizations to which either the Company or Governmental Order its securities are subject) applicable to Seller the Company or any ACFP Companyof its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, in each casewith respect to clauses (ii) and (iii), except where for such conflictconflicts, violation or default defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be material to required under the ACFP CompaniesSecurities Act in connection with the performance of the Company’s obligations under the Registration Rights Agreement, taken (x) for the filing of a Form D with the SEC and the listing of additional shares with the SmallCap Market (as a whole; that term is defined below), (cy) except as may be required for compliance with applicable state securities or “blue sky” laws, or (z) as otherwise set forth in Section 3.05 3(e) of the Disclosure SchedulesSchedule, require the consent or notice by Company is not required to obtain any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permitauthorization or order of, Governmental Order, declaration or make any filing or registration with, any court or notice to, any Governmental Authority is required by or with respect to Seller governmental agency or any ACFP Company regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in connection with the execution and delivery Section 3(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement and the Transaction Documents to which it is a party and the consummation or any of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effectother Transaction Documents.

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby (including, do without limitation, the issuance of the Preferred Stock and the issuance and reservation for issuance of the Conversion Shares) will not and will not: (ai) conflict with or result in a violation of the Articles of Incorporation or breach Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or default under, any provision of instrument to which the certificate of incorporation, by-laws or other organizational documents of Seller Company or any ACFP Company; of its Subsidiaries is a party, or (biii) conflict with or result in a violation or breach of any provision law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any Law self-regulatory organizations to which either the Company or Governmental Order its securities are subject) applicable to Seller the Company or any ACFP Companyof its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, in each casewith respect to clauses (ii) and (iii), except where for such conflictconflicts, violation or default defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be material to required under the ACFP Companies, taken as a whole; (c) except as set forth Securities Act in Section 3.05 connection with the performance of the Disclosure SchedulesCompany’s obligations under the Registration Rights Agreement, require (x) for the consent or notice by any Person underfiling of a Form D with the SEC, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (dy) result in as may be required for compliance with applicable state securities or “blue sky” laws, the creation or imposition of Company is not required to obtain any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. No consent, approval, Permitauthorization or order of, Governmental Order, declaration or make any filing or registration with, any court or notice to, any Governmental Authority is required by or with respect to Seller governmental agency or any ACFP Company regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in connection with the execution and delivery Section 6(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement and the Transaction Documents to which it is a party and the consummation or any of the transactions contemplated hereby and therebyother Transaction Documents, except other than the approval of its shareholders for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have an ACFP Material Adverse Effectauthorization of the Preferred Stock.

No Conflicts; Consents. The execution, delivery and performance by Seller the Target of this Agreement and the other Transaction Documents to which it is a partyDocuments, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, of any provision of the certificate Organizational Documents of incorporation, by-laws or other organizational documents of Seller or any ACFP Companythe Target; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller the Companies; or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 4.04 of the Disclosure Schedules, require the consent of, notice to, waiver from, or notice other action by any Person under, conflict with, result in a violation or breach of, result in loss of any benefit under, constitute a default (or an event thatwhich, with or without notice or lapse of time or both, would constitute become a default under, default) under or result in the acceleration acceleration, termination, amendment, or cancellation of, or result in the creation of an Encumbrance on any property or create in asset of the Companies pursuant to, any party Contract, Permit or other instrument or obligation to which the right to accelerate, terminate, modify or cancel any Material Contract Target or any Permit required of its Subsidiaries is a party or by which any such Person or any of its assets or properties is bound or affected, except in the ACFP Companies cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to conduct the ACFP Business as currently conducted except as give notice would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result . Except as set forth in Section 4.04 of the creation or imposition of any Encumbrance Disclosure Schedules and other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to filings as may be required under the ACFP Continuing Indebtedness. No HSR Act, no consent, approval, exemption, authorization, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any ACFP Company the Companies in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, exemptions, authorizations, Permits, Governmental Orders, declarations, filings or notices whichrequired by or with respect to the Companies that if not made or obtained would not, individually or in the aggregate, would not have an ACFP Material Adverse Effectbe material to the Companies, taken as a whole.

No Conflicts; Consents. The execution, execution and delivery and performance by Seller CBS of this Agreement and the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller or any ACFP Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any ACFP Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any Permit required by the ACFP Companies to conduct the ACFP Business as currently conducted except as would not, individually or in the aggregate, be material to the ACFP Companies, taken as a whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any ACFP Company other than those relating to the ACFP Continuing Indebtedness. 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 any ACFP Company in connection with the execution and delivery of this Ancillary Agreement and the Transaction Documents to which it is a party and the consummation of the CBS Contribution and the other transactions contemplated hereby and therebythereby and compliance by CBS with the terms hereof and thereof do not conflict with, except for 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 upon any of the properties or assets of CBS or any of its subsidiaries under, any provision of (i) the certificate of incorporation or by-laws of CBS or any of its subsidiaries, (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, other than, in the case of clauses (ii) and (iii) above, any such consentsitems that, approvals, Permits, Governmental Orders, declarations, filings individually or notices which, in the aggregate, would have not had and could not reasonably be expected to have an ACFP a 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 (A) the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the CBS Contribution or the other transactions contemplated hereby and thereby or (B) the conduct by the Company of the Business following the Closing as conducted on the date hereof.