Common use of No Conflicts; Required Filings and Consents Clause in Contracts

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate any provision of the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Company, (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset or any asset owned by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, in the case of clauses (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (b) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, require any Consent of, or filing with or notification to, or registration or qualification with (collectively, “Filings”), any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letter, and (iii) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party None of this Agreement does not, and the execution and delivery of this Agreement by Seller Parentthe Purchaser, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party the Purchaser of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party its obligations hereunder and the consummation the Purchaser of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company transactions contemplated hereby will not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate any provision of the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Companyits bylaws, (ii) assuming that all Consents contemplated by described in Section 2.06(b4.3(b) have been made or obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parentthe Purchaser, each Selling Entity or each Acquired Company or by which the Transferred Assets are boundany of them or any of their respective properties or assets may be bound or affected, or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give to others any Person (immediately or with notice or lapse of time or both) any right rights of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, or result in any Commingled Contractloss of any benefit, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledgeLien on any of the properties or assets of the Purchaser pursuant to, lienany note, chargebond, mortgage, deed of trustindenture, encumbrance contract, agreement, lease, license, permit, franchise or security interest of any kind other instrument or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude obligation to which the Purchaser is a party or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset by which the Purchaser or any asset owned by an Acquired Companyof its respective properties or assets may be bound or affected, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, exceptother than, in the case of clauses clause (ii) or clause (iii) and (iv) above, as any such violations that would not, individually or in the aggregate, not reasonably be expected to be material to prevent or materially delay the Business, taken as a wholeconsummation of the Offer. (b) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, require any Consent of, or filing with or notification to, or registration or qualification with (collectively, “Filings”), any Governmental Entity, except for Other than (i) compliance any filing with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure LetterFederal Competition Commission, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) requirements of the Seller Parent Disclosure LetterSecurities Law (including the CNBV and the SEC), and (iii) such other Consents or Filings the appropriate applications, filings and notices to, and approval of, the, SCT (Alistening to the opinion of COFETEL) required solely by reason and NYSE, none of the participation execution and delivery of this Agreement by the Purchaser, the performance the Purchaser of its obligations hereunder or the consummation by the Purchaser of the transactions contemplated hereby does or will require any Consent of any Buyer Party (as opposed to Governmental Entity except for any third party) in such Consents, the Transactions, including any requirements failure of which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged made or (B) that, if not obtained or madeobtained, would not, individually or in the aggregate, not reasonably be expected to be have a material adverse effect on the ability of the Purchaser to timely consummate the Business, taken as a wholetransactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery Registration Rights Agreement by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will Xpedior do not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Xpedior will not (in each case, whether or not with notice, lapse of time or both)not, (i) conflict with or violate any provision the certificate of the organizationalincorporation, by-laws or other governing or similar documents of Seller Parent, each Selling Entity Xpedior or each Acquired Companyany of its Subsidiaries, (ii) assuming that all Consents contemplated by the consents, approvals, authorizations and waivers specified in Section 2.06(b2.4(b) have been obtainedreceived and any condition precedent to such consent, and all Filings contemplated by Section 2.06(b) have approval, authorization or waiver has been madesatisfied, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity Xpedior or each Acquired Company any of its Subsidiaries or by which the Transferred Assets are boundany property or asset of Xpedior or any of its Subsidiaries is bound or affected, or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) to others any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of a lien or other encumbrance on any pledgeproperty or asset of Xpedior or any of its Subsidiaries pursuant to, lienany contract, chargeagreement, note, bond, mortgage, deed of trustindenture, encumbrance credit agreement, lease, license, permit, franchise or security interest of any kind other instrument or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset obligation to which Xpedior or any asset owned of its Subsidiaries is a party or by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset which Xpedior or any part thereofof its Subsidiaries or any property or asset of Xpedior or any of its Subsidiaries is bound or affected, except, except in the case of clauses (iiiii) and (iviii) abovefor any such conflicts, as violations, breaches, defaults or other occurrences of the type referred to above that would not, individually not have an Xpedior Material Adverse Effect or in would not prevent or materially delay the aggregate, reasonably be expected to be material to consummation of the Business, taken as a wholeTransactions. (b) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery Registration Rights Agreement by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will Xpedior do not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity Registration Rights Agreement and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Xpedior will not, require any Consent consent, approval, authorization, waiver or permit of, or filing with or notification to, any governmental or registration regulatory authority, domestic, foreign or qualification with supranational (collectively, “Filings”), any a "Governmental Entity"), except for (i) compliance filings pursuant to exemptions from the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or "blue sky" laws ("Blue Sky Laws") in connection with the sale and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) issuance of the Seller Parent Disclosure LetterSeries B Preferred Stock, (ii) filing of one or more Nasdaq Additional Shares Listing Applications in connection with the Consents issuance and Filings set forth on Section 5.01(a)(ii) sale of the Seller Parent Disclosure LetterCommon Stock into which the Series B Preferred Stock is convertible or with which dividends upon the Series B Preferred Stock may be paid, and (iii) such other Consents or Filings (A) required solely by reason filing and recordation of the participation Certificate of any Buyer Party (Designations as opposed required by the Delaware General Corporation Law, except where failure to any third party) in obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have an Xpedior Material Adverse Effect or would not prevent or materially delay the consummation of the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Buyer Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity Buyer Parent and each Acquired Company Buying Entity of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company it is, or is specified to be, a party will not, and the performance by each Seller Buyer Party of this Agreement and the performance by Seller Parent, each Selling Entity Buyer Parent and each Acquired Company Buying Entity of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity Buyer Parent and each Acquired Company Buying Entity will not (in each case, whether or not with notice, lapse of time or both)not, (i) conflict with or violate any provision of the organizational, governing or similar documents of Seller Parent, each Selling Buyer Parent or any Buying Entity or each Acquired Company, (ii) assuming that all Consents contemplated by Section 2.06(b3.03(b) have been obtained, and all Filings contemplated by Section 2.06(b3.03(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Buyer Parent or such Buying Entity or each Acquired Company or by which the Transferred Assets are bound, any property or asset of Buyer Parent or such Buyer Party is bound or (iii) assuming that all Consents contemplated by Section 2.06(b3.03(b) have been obtained, and all Filings contemplated by Section 2.06(b3.03(b) have been made, require any Consent consent by or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset or any asset owned by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, in the case of clauses (iiiii) and (iviii) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as have a wholeBuyer Material Adverse Effect. (b) The execution and delivery by each Seller Buyer Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity Buyer Parent and each Acquired Company Buying Entity of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller such Buyer Party of this Agreement and the performance by Seller Parent, each Selling Entity Buyer Parent and each Acquired Company Buying Entity of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity Buyer Parent and each Acquired Company Buying Entity will not, require any Consent of, or filing with or notification to, or registration or qualification with (collectively, “Filings”)Filing with, any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii3.03(b) of the Seller Parent Buyer Disclosure Letter, (iii) compliance with any applicable Securities Laws and (iiiiv) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as have a wholeBuyer Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) The execution Except as disclosed in Schedule 3.3(b) of the Disclosure Schedules, the execution, delivery and delivery performance of the Transaction Documents by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party Sellers and the consummation by the Sellers of the Transactions to be consummated by Seller Parent, each Selling Entity do not and each Acquired Company will not (in each case, whether or not with notice, lapse of time or both), not: (i) conflict with or violate result in any breach of any provision of the organizational, governing or similar documents Organizational Documents of Seller Parent, each Selling Entity or each Acquired Company, the Sellers; (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become give rise to a breach or default) under, or give rise to any Person right of termination, cancellation, amendment or acceleration (immediately with or with notice or without notice, lapse of time or both) under any right of the terms, conditions or provisions of any Contract to which a Seller is a party or by which any of the Purchased Assets is bound or affected, except to the extent that such default, termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit right would not have or Business Material Contract or any other Contract related be reasonably expected to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset or any asset owned by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, in the case of clauses (iii) and (iv) above, as would nothave, individually or in the aggregate, reasonably be expected a Material Adverse Effect; (iii) result in a violation of any Law, Order or other restriction of any Governmental Authority to be material to which a Seller is subject or by which any of the BusinessPurchased Assets is bound or affected; or (iv) result in the creation or imposition of any Liens upon any of the Purchased Assets, taken as a wholeexcept for Permitted Liens. (b) The execution and delivery Schedule 3.3(b) of the Disclosure Schedules sets forth certain Purchased Contracts containing provisions restricting their transfer or assignment as contemplated by each Seller Party this Agreement. Except as disclosed in Schedule 3.3(b) of this Agreement does notthe Disclosure Schedules, and the execution and delivery by Seller Parentno declaration, each Selling Entity and each Acquired Company of each other Transaction Document to which it isfiling or registration with, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, require any Consent of, or filing with or notification notice to, or registration authorization, consent, permit or qualification with (collectively, “Filings”)approval of, any Governmental Entity, except Authority or other third party is necessary for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) the consummation by the Sellers of the Seller Parent Disclosure Lettertransactions contemplated by the Transaction Documents, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letterother than such declarations, and (iii) such other Consents filings, registrations, notices, authorization, consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts approvals that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not have been obtained or made, would not, individually or in the aggregate, reasonably be expected to be material prior to the Business, taken as a wholeClosing.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party Buyer of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity Buyer and each Acquired Company Subsidiary Buyer of each other Transaction Document to which Seller Parent, each Selling Entity Buyer or each Acquired Company Subsidiary Buyer is, or is specified to be, a party will not, and the performance by each Seller Party Buyer of this Agreement and the performance by Seller Parent, each Selling Entity Xxxxx and each Acquired Company Subsidiary Buyer of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity Buyer and each Acquired Company Subsidiary Buyer will not (in each case, whether or not with notice, lapse of time or both)not, (i) conflict with or violate any provision of the organizational, governing organizational or similar documents of Seller Parent, each Selling Entity Buyer or each Acquired Companyany of its Subsidiaries, (ii) assuming that all Consents contemplated by Section 2.06(b3.06(b) have been obtained, and all Filings contemplated by Section 2.06(b3.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity Buyer or each Acquired Company any of its Subsidiaries or by which the Transferred Assets are any property or asset of Buyer or any of its Subsidiaries is bound, (iii) assuming that all Consents contemplated by Section 2.06(b3.06(b) have been obtained, and all Filings contemplated by Section 2.06(b3.06(b) have been made, require any Consent consent by or notice to any Person under, result in a breach of, loss of material benefit or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled ContractContract that is material to Buyer and its Subsidiaries, Real Property Leasetaken as a whole, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) Lien (other than a Permitted Lien) on any Transferred Asset property or asset of Buyer or any asset owned by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset or any part thereofof its Subsidiaries, except, in the case of clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the BusinessBuyer and its Subsidiaries, taken as a whole. (b) The execution and delivery by each Seller Party Buyer of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity Xxxxx and each Acquired Company Subsidiary Buyer of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party Buyer of this Agreement and the performance by Seller Parent, each Selling Entity Xxxxx and each Acquired Company Subsidiary Buyer of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Buyer or Subsidiary Buyer will not, require any Consent of, or filing with or notification to, or registration or qualification with (collectively, “Filings”)Filing with, any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of the HSR Act and any applicable Foreign Antitrust Laws, including those Foreign Antitrust Laws set forth on Section 5.01(a)(i3.06(b)(i) of the Seller Parent Buyer Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii3.06(b)(ii) of the Seller Parent Buyer Disclosure Letter, (iii) compliance with any applicable Securities Laws, Indian Foreign Exchange Laws and Indian Company Laws and (iiiiv) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the BusinessBuyer and its Subsidiaries, taken as a whole.

No Conflicts; Required Filings and Consents. (a) The execution Subject to, with respect to the issuance of the Series A Preferred Stock and delivery by each Seller Party the Common Stock issuable in payment of this Agreement does notdividends upon, and upon conversion of, the Series A Preferred Stock, compliance with Section 4.5, the execution and delivery of this Agreement, the Convertible Note and the Registration Rights Agreement, by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will Xpedior do not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Xpedior will not (in each case, whether or not with notice, lapse of time or both)not, (i) conflict with or violate any provision the certificate of the organizationalincorporation, by-laws or other governing or similar documents of Seller Parent, each Selling Entity Xpedior or each Acquired Companyany of its Subsidiaries, (ii) assuming that all Consents contemplated by the consents, approvals, authorizations and waivers specified in Section 2.06(b2.4(b) have been obtainedreceived and any condition precedent to such consent, and all Filings contemplated by Section 2.06(b) have approval, authorization or waiver has been madesatisfied, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity Xpedior or each Acquired Company any of its Subsidiaries or by which the Transferred Assets are boundany property or asset of Xpedior or any of its Subsidiaries is bound or affected, or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) to others any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of a lien or other encumbrance on any pledgeproperty or asset of Xpedior or any of its Subsidiaries pursuant to, lienany contract, chargeagreement, note, bond, mortgage, deed of trustindenture, encumbrance credit agreement, lease, license, permit, franchise or security interest of any kind other instrument or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset obligation to which Xpedior or any asset owned of its Subsidiaries is a party or by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset which Xpedior or any part thereofof its Subsidiaries or any property or asset of Xpedior or any of its Subsidiaries is bound or affected, except, except in the case of clauses (iiiii) and (iviii) abovefor any such conflicts, as violations, breaches, defaults or other occurrences of the type referred to above that would not, individually not have an Xpedior Material Adverse Effect or in would not prevent or materially delay the aggregate, reasonably be expected to be material to consummation of the Business, taken as a wholeTransactions. (b) The execution Subject to, with respect to the issuance of the Series A Preferred Stock and delivery by each Seller Party the Common Stock issuable in payment of this Agreement does notdividends upon, and upon conversion of, the Series A Preferred Stock, compliance with Section 4.5, the execution and delivery of this Agreement, the Convertible Note and the Registration Rights Agreement, by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will Xpedior do not, and the performance by each Seller Party of this Agreement Agreement, the Convertible Note and the performance by Seller ParentRegistration Rights Agreement, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Xpedior will not, require any Consent consent, approval, authorization, waiver or permit of, or filing with or notification to, any governmental or registration regulatory authority, domestic, foreign or qualification with supranational (collectively, “Filings”a "GOVERNMENTAL ENTITY"), any Governmental Entity, except for (i) compliance filings pursuant to exemptions from the Securities Act of 1933, as amended (the "SECURITIES ACT"), and applicable state securities or "blue sky" laws ("BLUE SKY LAWS") in connection with the sale and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) issuance of the Seller Parent Disclosure LetterSeries A Preferred Stock, and (ii) the Consents filing and Filings set forth on Section 5.01(a)(ii) recordation of the Seller Parent Disclosure LetterCertificate of Designations as required by the Delaware General Corporation Law, and (iii) except where failure to obtain such other Consents consents, approvals, authorizations or Filings (A) required solely by reason permits, or to make such filings or notifications, would not have an Xpedior Material Adverse Effect or would not prevent or materially delay the consummation of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party None of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and by the performance Company, the consummation by Seller Parent, each Selling Entity and each Acquired the Company of each other Transaction Document to which it is, the transactions contemplated hereby or is specified to be, a party and compliance by the consummation Company with any of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company provisions hereof will not (in each case, whether or not with notice, lapse of time or both), (i) subject to approval by the Company's stockholders referred to in Section 4.3, conflict with or violate the Certificate of Incorporation or By-laws of the Company or the comparable organizational documents of any of the Company's Significant Subsidiaries or Ventures, (ii) subject to receipt or filing of the required Consents (as defined in Section 4.4(b)), conflict with or violate any provision of statute, ordinance, rule, regulation, order, judgment or decree applicable to the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Company, (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order Company or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company of its Significant Subsidiaries or by which the Transferred Assets are boundany of them or any of their respective properties or assets may be bound or affected, or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give to others any Person (immediately or with notice or lapse of time or both) any right rights of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgagesecurity interest, deed of trustpledge, or encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right (any of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than the foregoing being a Permitted "Lien") on any Transferred Asset of the property or assets of the Company or any asset owned by an Acquired of the Company's Significant Subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or (v) give any right other instrument or obligation to any Person to acquire any Transferred Asset which the Company or any part thereof, except, of the Company's Significant Subsidiaries is a party or by which the Company or any of the Company's Significant Subsidiaries or any of their respective properties may be bound or affected except in the case of clauses the foregoing clause (ii) or (iii) and (iv) above, as for any such Violations which would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as not have a wholeCompany Material Adverse Effect. (b) The execution and delivery by each Seller Party None of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and by the performance Company, the consummation by Seller Parent, each Selling Entity and each Acquired the Company of each other Transaction Document to which it isthe transactions contemplated hereby or compliance by the Company with any of the provisions hereof will require any consent, waiver, license, approval, authorization, order or permit of, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, require any Consent of, registration or filing with or notification to, or registration or qualification with to (collectively, “Filings”any of the foregoing being a "Consent"), any government or subdivision thereof, domestic, foreign, multinational or supranational or any administrative, governmental or regulatory authority, agency, commission, court, tribunal or body, domestic, foreign, multinational or supranational (a "Governmental Entity"), except for (i) compliance with and Filings under any applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure LetterSecurities Act and the Exchange Act, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) filing of the Seller Parent Disclosure LetterCertificate of Merger pursuant to Delaware Law, (iii) certain state takeover, securities, "blue sky" and environmental statutes, (iv) compliance with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) such filings as may be required in connection with the taxes described in Section 7.8, and (iiivi) such other Consents the failure of which to obtain or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired make would not have a Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a wholeMaterial Adverse Effect.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement does not, and by the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will Purchaser Parties do not, and the performance by each Seller Party of this Agreement and by the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party Purchaser Parties and the consummation of the Transactions to be consummated Merger and the other transactions contemplated by Seller Parent, each Selling Entity and each Acquired Company this Agreement will not (in each case, whether or not with notice, lapse of time or both), not: (i) conflict with or violate any provision Parent’s certificate of incorporation or bylaws, or the equivalent charter documents of the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Company, other Purchaser Parties; (ii) assuming that all Consents consents, approvals and authorizations contemplated by Section 2.06(b4.03(b) below have been obtained, and all Filings contemplated by Section 2.06(b) filings described therein have been made, conflict with or violate in any material respect any Order or any Law or Governmental Order applicable to Seller Parent, each Selling Entity Parent or each Acquired Company its Subsidiaries or by which the Transferred Assets are bound, any material property or asset of Parent or any of its Subsidiaries is bound or affected; (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent consent or other action by or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of any right or obligation benefit to which Parent or any of its Subsidiaries is entitled under, trigger any right note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of first offer its Subsidiaries is a party or refusal, preemption right by which Parent or similar provisionsany of its Subsidiaries, or cancellation of, any Commingled Contract, Real Property Lease, Permit material property or Business Material Contract asset of Parent or any other Contract related to the Businessof its Subsidiaries, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) an Encumbrance on any Transferred Asset material property or any asset owned by an Acquired Companyof Parent or its Subsidiaries, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, except in the case of clauses (ii), (iii) and (iv) aboveabove for any such conflicts, as violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, not reasonably be expected to be material to the Business, taken as have a whole. (b) Parent Material Adverse Effect. The execution and delivery by each Seller Party of this Agreement does not, and by the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will Purchaser Parties do not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Purchaser Parties will not, require any Consent consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with (collectively, “Filings”), any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letter, and (iii) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.FD 36250 REDACTED AGREEMENT

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of Parent and Merger Sub of this Agreement does notor any of the other Transaction Documents to which it is (or will be) a party, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance consummation by each Seller Party of this Agreement Parent and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation Merger Sub of the Transactions to be consummated by Seller Parenttransactions contemplated hereby and thereby, each Selling Entity and each Acquired Company will not (i) assuming that all filings, registrations, notifications, authorizations, consents and approvals described in each case, whether Section 3.5 have been made or not with notice, lapse of time obtained (or boththat all applicable waiting periods have expired), (i) conflict with or violate any provision of the organizational, governing or similar documents of Seller applicable Law to which Parent, each Selling Entity Parent Sub or each Acquired CompanyMerger Sub is subject, (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person underwith, result in a violation or breach of or of, constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or event that, with notice or lapse of time or both) any right of termination, amendmentwould become a default, under, result in the acceleration of any right or obligation obligations under, trigger or require any right of first offer or refusal, preemption right or similar provisions, or cancellation ofnotice under, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset or any asset owned by an Acquired Company, or (viii) give any right conflict with, or violate the articles or certificate of incorporation or formation, by-laws, limited liability company agreement, partnership agreement or such other organizational documents of Parent, Parent Sub or Merger Sub, except with respect to any Person to acquire any Transferred Asset or any part thereof, except, in the case of foregoing clauses (iiii) and (ivii) above, as would not, individually or in the aggregate, reasonably be expected to be material prevent or materially impair or materially delay Parent’s or Merger Sub’s performance of its obligations under this Agreement or any of the other Transaction Documents to which it is (or will be) a party, or the Business, taken as a wholeconsummation of the transactions contemplated hereby or thereby. (b) The execution and delivery by each Seller Party of this Agreement does not, by Parent and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will Merger Sub do not, and the performance by each Seller Party of this Agreement by Parent and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party Merger Sub and the consummation by Parent and Merger Sub of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, require any Consent consent, approval, authorization or permit of, or filing with or notification to, any federal, state, local or registration foreign government, regulatory or qualification with (collectively, “Filings”), any administrative agency or commission or other Governmental EntityAuthority, except for complying with (i) compliance with and Filings under any applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure LetterExchange Act, (ii) any filings with the Consents SEC as may be required by Parent and/or Merger Sub in connection with this Agreement and Filings set forth on Section 5.01(a)(iithe Transactions, (iii) any filings as may be required under the DGCL in connection with the Merger Transactions, including the filing with the Secretary of State of the Seller Parent Disclosure LetterState of Delaware of the Certificate of Merger, and (iiiiv) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business actions or activities in filings the absence of which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would could not, individually or in the aggregate, reasonably be expected to be result in a material adverse effect on the ability of either Parent or Merger Sub to the Business, taken as a wholeexecute and enter into this Agreement and perform their respective obligations hereunder.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement by Parent and Merger Sub, does not, not and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement by Parent and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions to be consummated by Seller Parent, each Selling Entity which it is a party (including consummation of the Funds Financing and each Acquired Company the Pattonair Refinancing (as defined in the Debt Commitment Letter)) will not (in each case, whether or not with notice, lapse of time or both)not, (i) conflict with or violate any provision of the organizationalcertificate of incorporation, governing bylaws or similar organizational or governing documents of Seller Parent, each Selling Entity Parent or each Acquired CompanyMerger Sub, (ii) assuming that all Consents contemplated by consents, approvals, authorizations and permits described in Section 2.06(b4.3(b) have been obtained, obtained and all Filings contemplated by filings and notifications described in Section 2.06(b4.3(b) have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, Merger Sub or any other Subsidiary of Parent (each Selling Entity or each Acquired Company a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”), or by which the Transferred Assets are bound, any property or asset of Parent or any Parent Subsidiary is bound or affected or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by consent or notice to any Person approval under, result in a any breach of or any loss of any benefit under, or constitute a default (or an event that which with or without notice or lapse of time or both would become a breach or default) under, or give under any Person (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related Permit to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset which Parent or any asset owned Parent Subsidiary is a party (or by an Acquired Company, which any of their respective properties or (v) give any right to any Person to acquire any Transferred Asset or any part thereofassets are bound), except, in the case of with respect to clauses (iiiii) and (iv) aboveiii), as for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as have a wholeParent Material Adverse Effect. (b) The execution Assuming the accuracy of the representations and warranties of the Company in Section 3.4, the execution, delivery by each Seller Party and performance of this Agreement by Parent and Merger Sub does not, not and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance consummation by each Seller Party Parent and Merger Sub of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the Transactions (including consummation of the Transactions to be consummated Funds Financing and the Pattonair Refinancing (as defined in the Debt Commitment Letter)) and compliance by Seller ParentParent and Merger Sub with any of the terms or provisions hereof will not (with or without notice or lapse of time, each Selling Entity and each Acquired Company will notor both), require any Consent consent, approval, authorization or permit of, or filing or registration with or notification to, or registration or qualification with (collectively, “Filings”), any Governmental Entity, except for (i) compliance with under the Exchange Act and Filings under the rules and regulations of the NYSE, (ii) any applicable requirements of any applicable Antitrust Laws, including those Antitrust Competition Laws set forth on listed in Section 5.01(a)(i3.4(b)(ii) of the Seller Parent Company Disclosure LetterLetter or French Foreign Investment Regulations, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letter, and (iii) such other Consents or Filings (A) required solely by reason the filing and recordation of the participation Certificate of any Buyer Party Merger as required by the DGCL and (as opposed iv) where failure to any third party) in the Transactionsobtain such consents, including any requirements which become applicable approvals, authorizations or permits, or to any Acquired Company as a result of the specific regulatory status of any Buyer Party (make such filings, registrations or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, notifications would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as have a wholeParent Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) The execution and delivery compliance by each Seller Party of this Agreement does not, and Buyer with the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party provisions of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company transactions herein contemplated will not (conflict with or result in each casea breach or violation of any of the terms or provisions of, whether or not with notice, lapse of time or both)constitute a default under, (i) conflict with or violate any provision of the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Company, (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, chargeindenture, mortgage, deed of trust, encumbrance loan agreement or security interest other agreement or instrument to which Buyer or any of its Subsidiaries is a party or by which Buyer or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) any provisions of the Charter Documents of Buyer or (iii) assuming the accuracy of, and the Company Shareholders’ compliance with, the representations, warranties and agreements of the Company Shareholders herein, any statute or any order, rule or regulation of any kind court or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude governmental agency or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset body having jurisdiction over Buyer or any asset owned by an Acquired Company, or (v) give any right to any Person to acquire any Transferred Asset of its Subsidiaries or any part thereofof their properties, except, in the case of clauses (iiii) and (iviii) above, as for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to be material to result in a Buyer Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the Business, taken as a wholeconsummation by Buyer of the transactions herein contemplated. (b) The execution execution, delivery and delivery by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party Buyer of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document Documents to which it isBuyer is a party (with or without the giving of notice, the lapse of time, or is specified to be, a party and the consummation both): (i) will not conflict with any provision of the Transactions Charter Documents of Buyer; (ii) will not violate or conflict with any Law to be consummated by Seller Parent, each Selling Entity and each Acquired Company which Buyer is bound; (iii) will not, not require any Consent of, the consent of or filing with any Governmental Authority or notification toany other Person under any material contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer is a party; and (iv) will not violate or conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or registration accelerate or qualification with permit the acceleration of any performance required by the terms of any material contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer is a party, except in the case of clauses (collectively, “Filings”ii), any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letter, and (iii) and (iv), for any such conflicts, breaches, defaults, consents, notices filings or other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would notoccurrences which, individually or in the aggregate, have not constituted or resulted in, and would not reasonably be expected to be material to the Businessconstitute or result in, taken as a wholeBuyer Material Adverse Effect.

No Conflicts; Required Filings and Consents. (ai) The execution execution, delivery and delivery performance by each the Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will do not, and the performance by each Seller Party of this Agreement and by the performance by Seller Parentwill not, each Selling Entity and each Acquired Company (A) conflict with or violate the certificate of each other Transaction Document to which it is, incorporation or is specified to be, a party and the consummation by-laws of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not Seller; (in each case, whether or not with notice, lapse of time or both), (iB) conflict with or violate any provision law, rule, regulation, order, judgment or decree applicable to the Seller or by which any of the organizational, governing its properties is bound or similar documents of Seller Parent, each Selling Entity affected; or each Acquired Company, (iic) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, conflict with or violate result in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a breach of or constitute a material default (or event which with notice or lapse of time, or both, would become a default) under, or impair the Seller's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Seller is a party or by which the Seller or any of its properties is bound or affected, except where such conflict or violation would not have a material adverse effect on the ability of the parties to consummate the transactions contemplated by this Agreement (a "SELLER MATERIAL ADVERSE EFFECT"). (ii) Except as set forth in SCHEDULE 3.01(d)(ii), the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (A) conflict with or violate the Charter or By-Laws of the Company; (B) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or by which any of its properties is bound or affected; or (C) result in any material breach of or constitute a material default (or an event that which with notice or lapse of time or both would become a breach or default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any Person (immediately or with notice or lapse of time or both) any right rights of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any pledgeof the properties or assets of the Company pursuant to, lienany note, chargebond, mortgage, deed of trustindenture, encumbrance contract, agreement, lease, license, permit, franchise or security interest of any kind other instrument or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude obligation to which the Company is a party or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset by which the Company or any asset owned by an Acquired Companyof its properties is bound or affected except where such conflict, violation, breach, default or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, in the case rights of clauses termination would not have a Company Material Adverse Effect. (iii) The execution, delivery and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (b) The execution and delivery by each Seller Party performance of this Agreement does not, by the Seller and by the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, not require any Consent consent, approval, authorization or permit of, or filing with or notification to, any governmental or registration or qualification with (collectively, “Filings”), any Governmental Entityregulatory authority, except for (i) compliance with and Filings under applicable requirements where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) the transactions contemplated hereby or otherwise prevent either of the Seller Parent Disclosure Letter, (ii) or the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letter, and (iii) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of from performing its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a wholeobligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party None of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Merger Agreement and the performance by Seller ParentParent or Sub, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation by Parent or Sub of the Transactions to be consummated transactions contemplated hereby or compliance by Seller Parent, each Selling Entity and each Acquired Company Parent or Sub with any of the provisions hereof will not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate any provision the Certificate of Incorporation or By-laws of Parent or Sub or the organizational, governing or similar comparable organizational documents of Seller any of Parent, each Selling Entity or each Acquired Company's Subsidiaries, (ii) assuming that all subject to receipt or filing of the required Consents contemplated by referred to in Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made4.4(b), conflict with or violate result in a violation pursuant to any material respect any Order note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Sub or any Law applicable to Seller of Parent, each Selling Entity or each Acquired Company 's Subsidiaries is a party or by which the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by Parent or notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract Sub or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset Parent's Subsidiaries or any asset owned by an Acquired Companyof their respective properties may be bound or affected, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, except in the case of clauses the foregoing clause (iiiii) and (iv) above, as for any such violations which would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as not have a wholeParent Material Adverse Effect. (b) The execution and delivery by each Seller Party None of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Merger Agreement and the performance by Seller ParentParent or Sub, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation by Parent or Sub of the Transactions to be consummated transactions contemplated hereby or compliance by Seller Parent, each Selling Entity and each Acquired Company Parent or Sub with any of the provisions hereof will not, require any Consent of, or filing with or notification to, or registration or qualification with (collectively, “Filings”), of any Governmental Entity, except for (i) compliance with and Filings under applicable requirements the filing of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) a certificate of merger pursuant to the Seller Parent Disclosure LetterDGCL, (ii) compliance with the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure LetterHSR Act, and (iii) such other filings as may be required in connection with the taxes described in Section 7.9, (iv) the FCC Consents in connection with the assignment or Filings (A) required solely by reason transfer of control of the participation FCC Licenses, and (v) Consents the failure of any Buyer Party (as opposed which to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as obtain or make would not have a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a wholeParent Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by each Seller Party of this Agreement does the Company and the Saratoga Sellers do not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and neither the performance by each Seller Party of this Agreement the Company and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and Saratoga Sellers thereof nor the consummation by them of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company transactions contemplated thereby will not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate any provision the articles of organization or Operating Agreement of the organizational, governing or similar documents of Seller Parent, each Selling Entity or each Acquired Company, (ii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, to the knowledge of the Saratoga Sellers and all Filings contemplated by Section 2.06(b) have been madethe Company, conflict with or violate in any material respect any Order federal, state, local, municipal, foreign, international, multinational or any Law other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty (collectively, “Legal Requirements”) applicable to Seller Parent, each Selling Entity the Saratoga Sellers or each Acquired the Company or by which the Transferred Assets are any of them or their respective properties or assets is bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice except as could not reasonably be expected to any Person underresult in a Company Material Adverse Effect, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give to others any Person (immediately or with notice or lapse rights of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, termination or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any pledgeof the properties or assets of the Saratoga Sellers or the Company pursuant to, lienany note, chargebond, mortgage, deed of trustindenture, encumbrance contract, agreement, lease or security interest of any kind other instrument or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude obligation to which the Saratoga Sellers or adverse interest (collectively, “Liens”) (other than the Company is a Permitted Lien) on any Transferred Asset party or by which the Saratoga Sellers or the Company or any asset owned by an Acquired Companyof their respective properties or assets is bound, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, in the case of clauses (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (b) The execution and delivery by each Seller Party knowledge of this Agreement does not, the Saratoga Sellers and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will notCompany, require the Saratoga Sellers or the Company to obtain any Consent consent, approval, authorization or permit of, or to make any filing with or notification to, any third party pursuant to contractual obligation or registration applicable law, including any court of competent jurisdiction or qualification with any local, state, federal or foreign governmental, regulatory, administrative or judicial unit, entity, agency or authority (collectively, any “FilingsGovernmental Authority”), any Governmental Entity, except for (i) compliance with and Filings under applicable requirements filings, if any, required pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any applicable Antitrust Laws1976, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letteras amended, and the rules and regulations promulgated thereunder (iii) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates“HSR Act”) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if could not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as have a wholeCompany Material Adverse Effect.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement by CCG does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company CCG will not (in each case, whether or not with notice, lapse of time or both), not: (i) conflict with or violate any provision the articles of the organizational, governing incorporation or similar documents bylaws of Seller Parent, each Selling Entity or each Acquired CompanyCCG, (ii) assuming that all Consents contemplated by the consents, approvals, authorizations and waivers specified in Section 2.06(b4.4(b) have been obtainedreceived, and all Filings contemplated by Section 2.06(b) have any condition precedent to such consent, approval, authorization, or waiver has been madesatisfied, conflict with or violate in any material respect any Order or any Law applicable to Seller Parent, each Selling Entity or each Acquired Company CCG or by which the Transferred Assets are boundany property or asset of CCG is bound or affected, or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) to others any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisionsacceleration, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of any pledge, lien, charge, mortgage, deed of trust, a lien or other encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset property or asset of CCG pursuant to, any Contract to which CCG is a party or by 8 <PAGE> which CCG or any property or asset owned by an Acquired Companyof CCG is bound or affected, or (v) give any right to any Person to acquire any Transferred Asset or any part thereof, except, except in the case of clauses (iiiii) and (iviii) abovefor any such conflicts, as violations, breaches, defaults or other occurrences of the type referred to above which would not, individually not have an CCG Material Adverse Effect or in would not prevent or materially delay the aggregate, reasonably be expected to be material to consummation of the Business, taken as a wholeMerger. (b) The execution and delivery by each Seller Party of this Agreement by CCG does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company CCG will not, require any Consent consent, approval, authorization, waiver or permit of, or filing with or notification to, any governmental or registration regulatory authority, domestic, foreign or qualification with supranational (collectively, “Filings”a "GOVERNMENTAL ENTITY"), any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Lawsthe Securities Exchange Act of 1934, including those Antitrust Laws set forth on Section 5.01(a)(i) as amended (the "EXCHANGE ACT"), the Securities Act of 1933, as amended (the "SECURITIES ACT"), state securities or "blue sky" laws ("BLUE SKY LAWS"), filing and recordation of this Agreement and the requisite officers' certificates as required by California Law, and applications for quotation and other filings required by the rules of the Seller Parent Disclosure LetterOTC Bulletin Board, (ii) except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have an CCG Material Adverse Effect or would not prevent or materially delay the Consents and Filings set forth on Section 5.01(a)(ii) consummation of the Seller Parent Disclosure Letter, and (iii) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a wholeMerger.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement by Buyer does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company Buyer will not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate any provision the certificate of the organizationalincorporation, by-laws or other governing or similar documents of Seller ParentBuyer, each Selling Entity or each Acquired Companyas applicable, (ii) assuming that all Consents contemplated by the consents, approvals, authorizations and waivers specified in Section 2.06(b5.4(b) have been obtainedreceived and the waiting periods referred to therein have expired, and all Filings contemplated by Section 2.06(b) have any condition precedent to such consent, approval, authorization or waiver has been madesatisfied, conflict with or violate in any material respect any Order or any Law Laws applicable to Seller Parent, each Selling Entity Buyer or each Acquired Company its Subsidiaries or by which the Transferred Assets are boundany property or asset of Buyer or any of its Subsidiaries is bound or affected, or (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any Consent by or notice to any Person under, result in a any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a breach or default) under, or give any Person (immediately or with notice or lapse of time or both) to others any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, any Commingled Contract, Real Property Lease, Permit or Business Material Contract or any other Contract related to the Business, (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien or other encumbrance on any pledgeproperty or asset of Buyer or any of its Subsidiaries pursuant to, lienany note, chargebond, mortgage, deed indenture or credit agreement, or, to Buyer's knowledge as of trustthe date of this Agreement, encumbrance any other contract, agreement, lease, license, permit, franchise or security interest of any kind other instrument or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any Transferred Asset obligation to which Buyer or any asset owned of its Subsidiaries is a party or by an Acquired Companywhich Buyer or any of its Subsidiaries, or (v) give any right to any Person to acquire any Transferred Asset property or asset of Buyer or any part thereofof its Subsidiaries, exceptis bound or affected, except in the case of clauses (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (b) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Transactions to be consummated by Seller Parent, each Selling Entity and each Acquired Company will not, require any Consent of, or filing with or notification to, or registration or qualification with (collectively, “Filings”), any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of any applicable Antitrust Laws, including those Antitrust Laws set forth on Section 5.01(a)(i) of the Seller Parent Disclosure Letter, (ii) the Consents and Filings set forth on Section 5.01(a)(ii) of the Seller Parent Disclosure Letter, and (iii) such other Consents or Filings (A) required solely by reason of the participation of any Buyer Party (as opposed to any third party) in the Transactions, including any requirements which become applicable to any Acquired Company as a result of the specific regulatory status of any Buyer Party (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer Party (or any of its Affiliates) is or proposes to be engaged or (B) that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.or