Common use of No Conflicts or Violations Clause in Contracts

No Conflicts or Violations. The execution and delivery of this Agreement by AmerUs and by Sub do not, and the performance by AmerUs and by Sub of their respective obligations under this Agreement will not: (a) subject to obtaining the approvals contemplated by Sections 7.1 and 7.2 hereof, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs or Sub; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate of incorporation or by-laws of AmerUs or Sub; (c) result in the creation or imposition of any Lien upon AmerUs or Sub or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a Material Adverse Effect on AmerUs or Sub; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs or Sub is a party or by which any of their respective Assets and Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not reasonably be expected to have a Material Adverse Effect on AmerUs or Sub; or (e) require AmerUs or Sub to obtain any consent, approval or action of, or make any filing with or give any notice to, any Person except (i) as contemplated in Section 7.1 or 7.2 hereof, (ii) or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or would reasonably be expected to have no Material Adverse Effect on AmerUs or Sub.

No Conflicts or Violations. The execution and delivery of this Agreement by AmerUs and by Sub the Buyer do not, and the performance by AmerUs and by Sub the Buyer of their respective its obligations under this Agreement will not: (a) subject to obtaining the approvals contemplated by Sections 7.1 and 7.2 SECTION 6.1 hereof, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs or Subthe Buyer; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate of incorporation or by-laws Bylaws of AmerUs or Subthe Buyer; (c) result in the creation or imposition of any Lien upon AmerUs or Sub the Buyer or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement or on the ability of the Buyer to perform its obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs or Sub the Buyer is a party or by which any of their respective its Assets and Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement or on the ability of the Buyer to perform its obligations under this Agreement; or (e) require AmerUs or Sub the Buyer to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person except (i) as contemplated in Section 7.1 SECTION 6.1 or 7.2 hereofSECTION 7.11, (ii) as disclosed in writing to the Seller, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or would may reasonably be expected to have no Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement or on the ability of the Buyer to perform its obligations under this Agreement.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by AmerUs and by Sub SMC do not, and the performance by AmerUs and by Sub SMC of their respective its obligations under this Amended and Restated Merger Agreement will not: (a) subject to obtaining the approvals contemplated by Sections 7.1 ARTICLE IX of this Amended and 7.2 hereofRestated Merger Agreement, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs or SubSMC; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate of incorporation or by-laws Bylaws of AmerUs or SubSMC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon AmerUs or Sub SMC or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Amended and Restated Merger Agreement or on the ability of SMC to perform its obligations under this Amended and Restated Merger Agreement; (d) except as disclosed in writing to Savers, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs or Sub SMC is a party or by which any of their respective its Assets and Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Amended and Restated Merger Agreement or on the ability of SMC to perform its obligations under this Amended and Restated Merger Agreement; or (e) require AmerUs or Sub SMC to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person except (i) as contemplated in Section 7.1 or 7.2 hereofARTICLES IX and X of this Amended and Restated Merger Agreement, (ii) as disclosed in writing to Savers, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or would may reasonably be expected to have no Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Amended and Restated Merger Agreement or on the ability of SMC to perform its obligations under this Amended and Restated Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Agreement by AmerUs and by Sub do Chaswil does not, and the performance by AmerUs and by Sub Chaswil of their respective its obligations under this Agreement will not: (a) , subject to obtaining the approvals contemplated by Sections 7.1 SECTIONS 5.1 AND 5.2 and 7.2 SECTIONS 6.1 AND 6.2 hereof, : (a) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs Chaswil or SubUnited except for such violations that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement, on the ability of Chaswil to perform its obligations under this Agreement, or on the Business or Condition of United; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, conditions or provisions of the articles or certificate of incorporation or by-laws code of AmerUs regulations of Chaswil or SubUnited; (c) result in the creation or imposition of any Lien upon AmerUs Chaswil, or Sub United or any of their respective United's Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement, on the ability of Chaswil to perform its obligations under this Agreement, or on the Business or Condition of United; (d) except as disclosed in SECTION 3.6(D) OF THE DISCLOSURE SCHEDULE, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs Chaswil or Sub United is a party or and by which any of their respective Assets and or Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement, on the ability of Chaswil to perform its obligations under this Agreement, or on the Business or Condition of United; or (e) require AmerUs Chaswil or Sub United to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person except (i) as contemplated in Section 7.1 or 7.2 hereof, (ii) or other than those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or would not reasonably be expected to have no Material Adverse Effect a material adverse effect on AmerUs the validity or Subenforceability of this Agreement, on the ability of Chaswil to perform its obligations under this Agreement, or on the Business or Condition of United.

No Conflicts or Violations. The execution and delivery of this Agreement by AmerUs and by Sub Citizens do not, and the performance by AmerUs Citizens and by Sub Designated Subsidiary of their respective obligations under this Agreement will not: (a) , subject to obtaining the approvals contemplated by Sections 7.1 and 7.2 SECTIONS 6.1 AND 6.2 hereof, : (a) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs Citizens or SubDesignated Subsidiary; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate Articles of incorporation Incorporation or by-laws of AmerUs Citizens or Subthe Articles of Incorporation or by-laws of Designated Subsidiary; (c) result in the creation or imposition of any Lien upon AmerUs Citizens or Sub Designated Subsidiary or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs Citizens or Sub Designated Subsidiary is a party or by which any of their respective Assets and Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; or (e) require AmerUs Citizens or Sub Designated Subsidiary to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person except ([i) ] as contemplated in Section 7.1 or 7.2 SECTIONS 6.1 OR 6.2 hereof, (or [ii) or ] those which that the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not reasonably be expected to have no Material Adverse Effect a material adverse effect on AmerUs the validity or Subenforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement.

No Conflicts or Violations. The To the Seller's Knowledge, the execution and delivery of this Agreement by AmerUs and by Sub do the Seller does not, and the performance by AmerUs and by Sub the Seller of their respective its obligations under this Agreement will not: (a) subject to obtaining the approvals contemplated by Sections 7.1 SECTIONS 5.1 and 7.2 6.1 hereof, violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs the Seller or Subthe Company; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate of incorporation or by-laws Bylaws of AmerUs the Seller or Subthe Company; (c) result in the creation or imposition of any Lien upon AmerUs the Seller or Sub the Company or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement, or on the ability of the Seller to perform its obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs the Seller or Sub the Company is a party or by which any of their respective Assets and or Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement, on the ability of the Seller to perform its obligations under this Agreement, or on the Business or Condition of the Company; or (e) require AmerUs the Seller or Sub the Company to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person except except: (i) as contemplated in Section 7.1 or 7.2 SECTION 5.1 hereof, ; (ii) as disclosed in SECTION 3.5(E) of the Disclosure Schedule; (iii) the Seller Stockholder Approval; or (iv) those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has or would may reasonably be expected to have no Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Agreement, on the ability of the Seller to perform its obligations under this Agreement.

No Conflicts or Violations. The Subject to the items set forth in Section 4.6 of the Disclosure Schedule the execution and delivery of this Agreement by AmerUs and by Sub do Delta does not, and the performance by AmerUs and by Sub Delta of their respective its obligations under this Agreement will not: (a) subject to obtaining the approvals contemplated by Sections 7.1 and 7.2 hereof, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs or Subany Acquired Company; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, conditions or provisions of the articles or certificate of incorporation or by-laws of AmerUs or SubDelta; (c) result in the creation or imposition of any Lien upon AmerUs or Sub any Acquired Company or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a Material Adverse Effect on AmerUs or Subany Acquired Company; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs or Sub any Acquired Company is a party or by which any of their respective Assets and or Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not reasonably be expected to have a Material Adverse Effect on AmerUs or Subany Acquired Company; or (e) require AmerUs or Sub any Acquired Company to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person (including pursuant to any Laws) except (i) as contemplated in Section 7.1 or 7.2 hereof, (ii) or those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has or would reasonably be expected to not have no a Material Adverse Effect on AmerUs or Subany Acquired Company. Section 4.6(e) of the Disclosure Schedule contains a true, accurate and complete list of all consents, approvals, actions, filings and notices required in connection with the execution, delivery and performance of this Agreement by Delta under any Laws.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by AmerUs and by Sub do Savers does not, and the performance by AmerUs and by Sub Savers of their respective its obligations under this Amended and Restated Merger Agreement will not: (a) subject to obtaining the approvals contemplated by Sections 7.1 and 7.2 SECTION 3.5(E) of the Disclosure Schedule hereof, violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to AmerUs or SubSavers; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles Articles of Incorporation or certificate Bylaws of incorporation or by-laws of AmerUs or SubSavers; (c) result in the creation or imposition of any Lien upon AmerUs or Sub Savers or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Amended and Restated Merger Agreement, on the ability of Savers to perform its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which AmerUs or Sub Savers is a party or by which any of their respective its Assets and or Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not may reasonably be expected to have a Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Amended and Restated Merger Agreement, on the ability of Savers to perform its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; or (e) require AmerUs or Sub Savers to obtain any consent, approval approval, or action of, or make any filing with or give any notice to, any Person except except: (i) as contemplated disclosed in Section 7.1 SECTION 3.5(E) of the Disclosure Schedule; or 7.2 hereof, (ii) or those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has or would may reasonably be expected to have no Material Adverse Effect material adverse effect on AmerUs the validity or Subenforceability of this Amended and Restated Merger Agreement, on the ability of Savers to perform its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation.

No Conflicts or Violations. The execution and delivery of this Agreement by AmerUs Sellers and by Sub do not, Embarcadero and the performance by AmerUs Sellers and by Sub Embarcadero of their respective obligations under this Agreement hereunder will not: (ai) subject to obtaining the approvals contemplated by Sections 7.1 5.1 and 7.2 hereof6.1, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order Governmental Order applicable to AmerUs any Company or Subits assets or properties or any Governmental Permit or Insurance License held by any Company, except for violations of Law or Governmental Permits that are not reasonably expected, individually or in the aggregate, to have an Embarcadero Material Adverse Effect; (bii) conflict with or result in a violation or breach of, of any provision of the Organizational Documents of any Company; (iii) conflict with or result in a violation or breach of or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditionsdefault, or provisions of the articles or certificate of incorporation or by-laws of AmerUs or Sub; (c) result in the creation or imposition acceleration of any Lien upon AmerUs obligation or Sub or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a Material Adverse Effect on AmerUs or Sub; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, under any Contract to which AmerUs or Sub any Company is a party or by which any asset or property of their respective Assets and Properties may be bound other than (i) the consent of The Chase Manhattan Bankany Company is bound, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any except for such conflicts, violations, breaches, defaults, accelerations or rights terminations which are not reasonably expected, individually or in the aggregate do not have or would not reasonably be expected aggregate, to have a an Embarcadero Material Adverse Effect on AmerUs or Sub; orEffect; (eiv) require AmerUs or Sub any Company to obtain any consent, approval approval, authorization or action of, or make any filing with or give any notice to, any Person Person, except (i) as contemplated for such consents, approvals, authorizations, actions, filings or notices that will be obtained, made or given prior to, and be in Section 7.1 full force and effect on, the Closing Date or 7.2 hereof, (ii) or those which the failure of which to obtain, make, make or give are not reasonably expected, individually or in the aggregate with other such failures has or would reasonably be expected aggregate, to have no an Embarcadero Material Adverse Effect Effect; or (v) result in the creation or imposition of any Lien upon the outstanding shares of capital stock or other equity interests of any Embarcadero Subsidiary or any of the material assets or properties of any Company (other than Purchaser Liens), except for Liens on AmerUs the shares of capital stock of Great Western or SubRedhorse or on the material assets or properties (other than the shares of capital stock of Majestic) of any Company that are not reasonably expected, individually or in the aggregate, to have an Embarcadero Material Adverse Effect.