Common use of No Violation; Consents and Approvals Clause in Contracts

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Date.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that (x) would not be material to Newco and the Contributed Entities, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation violate or conflict with any provision of the Transactions will notGoverning Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, (ib) conflict with require any consent, approval, authorization or violate the organizational documents of the Companypermit of, registration, declaration or filing with, or notification to, any Governmental Entity, (iic) conflict with require any consent, approval or violate authorization of or notification to, any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectcounterparty to, or (iii) result in any breach of, of or constitute a default (or an event that that, with notice or lapse of time or both both, would constitute become a material default) under, or give to others any right of termination, amendmentcancellation, amendment or acceleration of any obligation or cancellation of, or require payment under, or result in the creation loss of a Lien on any of the material properties or assets of the Company benefit under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement Contributed Entity Permit or other contract or instrument (“Contract”) any Contract to which Crestwood or any of its Affiliates, including Newco, Newco Service Company and the Company Contributed Entities, is a party or by or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the assets of Newco, Newco Service Company or any of the Contributed Entities, or restrict, hinder, impair or limit the ability of Newco or any of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its properties or assets are bound or subjectSubsidiaries, in each case that wouldincluding Newco, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Newco Service Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing DateContributed Entities.

No Violation; Consents and Approvals. (a) The execution and delivery by the WCAS Subs of this Agreement by and each of the Company does notAncillary Agreements to which each Parent and each WCAS Sub is a party, and the performance of this Agreement by their respective obligations hereunder and thereunder and compliance with the Company terms hereof and the consummation of the Transactions thereof will not, not (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with without written notice or lapse of time time, or both would constitute a material default) both), conflict with, or result in any violation of or default under, or give rise to others any a right of termination, amendment, acceleration termination or cancellation of, or require payment undercancellation, or result in the creation of a any Lien on upon any of the material properties or assets of the Company Parents or the WCAS Subs, as applicable, under, (a) any provision of the certificate of limited partnership, operating agreement or similar organizational documents of the Parents or the WCAS Subs, (b), subject to the consents and approvals set forth in the last sentence of this Section 4.2, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to the Parents or the WCAS Subs or (c) any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which the Company any Parent or any WCAS Sub is a party or by which any Parent or any WCAS Sub or their respective assets may be bound, other than any such items as to which the Company requisite waivers or any of its properties consents have been obtained or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Company’s Parents’ or the WCAS Subs’ ability to perform its obligations hereunder or to consummate the Transactions transactions contemplated hereby and (ii) thereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Parents or any WCAS Sub or their Affiliates in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which each Parent and each WCAS Sub is a party, or the consummation by the Parents or the WCAS Subs of the transactions contemplated hereby and thereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals approvals, orders or notices authorizations of or registrations, declarations or filings, the failure of which have been or will to be obtained prior or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Closing DateParents’ or the WCAS Subs’ ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. Neither Parent, Sub nor any of their respective properties or assets, is subject to or bound by any provision of: (a) The execution and delivery to Parent's knowledge, any law, statute, rule, regulation, ordinance or judicial or administrative decision; (b) any articles or certificate of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, incorporation or by-laws; (c) any (i) conflict with credit or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, noteloan agreement, mortgage, deed of trust, note, bond, indenture, license, concession, franchise, permit, trust, custodianship, other restriction, or (ii) instrument, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument agreement; or (“Contract”d) to any judgment, order, writ, injunction or decree; that would impair, prohibit or prevent, or would be violated or breached by, or under which there would be a material default (with or without notice or lapse of time, or both) as a result of, the Company execution, delivery and performance by each of Parent and Sub of this Agreement and the consummation of the transactions contemplated hereby, except where such event or occurrence is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that wouldnot, individually or in the aggregate, reasonably be expected likely to materially impair have a Parent Material Adverse Effect. Other than (i) the Company’s ability to perform its obligations hereunder or to consummate filing of the Transactions. (b) Assuming the representations and warranties Certificate of each Noteholder set forth Merger as provided in Section 3.2 1.1, (ii) the filing with the SEC and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation Nasdaq of the Transactions will notProxy Statement, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (iiii) such consents, approvals orders, approvals, authorizations, registrations, declarations and filings as may be required under the Investment Canada Act, the Competition Act (Canada), applicable state securities laws and the securities laws of any foreign country, (iv) such filings as may be required under the HSR Act and (v) such local consents, orders, approvals, authorizations, registrations, declarations and filings which, if not obtained or notices which made, would not, individually or in the aggregate, reasonably be expected likely to materially impair have a Parent Material Adverse Effect on and that would not impair, prohibit or prevent the Company’s ability to perform its obligations hereunder consummation of the transactions contemplated hereby, no consent, order, approval or to consummate the Transactions and (ii) such consentsauthorization of, approvals or notices which have been declaration, notice, registration or will be obtained prior filing with, any Person is required by or with respect to the Closing Dateexecution, delivery and performance by Parent and Sub of this Agreement and the consummation of the transactions contemplated hereby.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution execution, delivery and delivery of this Agreement by the Company does not, and the performance of this Agreement the Transaction Documents by MWE Liberty and the Company and the consummation by MWE Liberty and the Company of the Transactions do not and will not, : (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach ofof any provision of the organizational, governing or charter documents, as amended, of MWE Liberty or the Company; (ii) constitute a default (or an event that with notice or lapse of time or both would constitute give rise to a material default) under, or give rise to others any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which MWE Liberty or the Company is a party or by which any of the Assets is bound or affected, except to the extent that such default, termination, amendment, acceleration or cancellation of, right (A) would not have or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) be reasonably expected to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that wouldhave, individually or in the aggregate, reasonably be expected a Material Adverse Effect or (B) results from obtaining the Miscellaneous Consents after the Closing pursuant to materially impair Section 6.5; (iii) result in a violation of any law, statute, rule, regulation, order, judgment, injunction, decree or other restriction of any Governmental Authority to which MWE Liberty or the Company’s ability Company is subject (including federal and state securities laws and regulations) or by which any of the Assets is bound or affected except as may result from obtaining the Miscellaneous Consents after the Closing pursuant to perform its obligations hereunder Section 6.5; or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Assets, except for Permitted Liens or as may result from obtaining the Miscellaneous Consents and contractual consents listed on Schedule 3.3 after the Closing pursuant to consummate the TransactionsSection 6.5. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correctNo declaration, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing or registration with, obtain any permitor notice to, or authorization, consent or approval of, any Governmental Authority or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any other third party except is necessary for (i) such consents, approvals the consummation by MWE Liberty or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate Company of the Transactions and (ii) contemplated by the Transaction Documents, other than such consentsdeclarations, filings, registrations, notices, authorization, consents or approvals or notices which that have been or will be obtained or made prior to the Closing Dateand other than the Miscellaneous Consents that may be obtained after the Closing pursuant to Section 6.5. (c) No consents are required under the Indentures to permit the consummation of the Transactions.

No Violation; Consents and Approvals. (a) The execution Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b), the execution, delivery of this Agreement by the Company does not, and the performance of this Agreement by CareFirst, compliance with the Company provisions of this Agreement, and the consummation by CareFirst or any CareFirst Company of the Transactions transactions contemplated hereby will not, not (i) conflict with or violate the organizational documents any provisions of the CompanyCharters or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) conflict with with, violate or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, or constitute a default (whether with or an event that with without notice or lapse of time or both would constitute a material default) underboth, or give rise to others any right of termination, amendmentcancellation or acceleration under any of the terms, acceleration conditions or cancellation provisions of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company underrender unenforceable, any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtednesslicense (including any license granted by BCBSA), guaranteefranchise, licensepermit, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which the any CareFirst Company is a party or by or to which the Company any CareFirst Company, its business or any of its properties assets is bound; (iii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets are bound is bound; (iv) require any filing, declaration or subjectregistration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in each case that wouldthe creation or imposition of any lien, individually charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, the absence of which, in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactionswould not result in a CareFirst Material Adverse Effect. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correctNo consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by any CareFirst Company for the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and CareFirst or the consummation by CareFirst of the Transactions will nottransactions contemplated by this Agreement, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair filing with the Company’s ability to perform its obligations hereunder or to consummate FTC and the Transactions DOJ of a notification and report form by CareFirst under the HSR Act and (ii) such consentsthe preparation and filing of appropriate documents with, and approval of, the appropriate regulatory bodies in the States of Maryland and Delaware, the District of Columbia, the U.S. Congress and other jurisdictions regarding insurance-related approvals or notices which have been or will be obtained prior (collectively referred to as the Closing Date"CareFirst Primary Filings").

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions Transactions, including the Sale, will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions Transactions, including the Sale, will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Date.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does notand any Ancillary Agreement to which Target is or will be a party, and the performance of this Agreement by the Company and the consummation of the Transactions and the performance by Target of its obligations hereunder and thereunder will not, not (i) subject to receipt of the Target Shareholder Approvals, conflict with or violate the organizational documents any provision of the Companyarticles of incorporation or bylaws of Target, (ii) conflict with or violate any laws applicable subject to completion of the Company or by or to which any of its properties or assets are bound or subjectdeliveries required under the Wyoming Bond Financing Agreement identified in Section 4.4 (b) below, or (iii) result in any violation of, or the breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a material defaultboth) under, or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, guaranteed payments or require payment a loss of any benefit under, or result the acceleration of performance, vesting or an increase in compensation or benefit required by, or the creation of a any Lien on upon any equity interests in or assets of Target under, any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, notelease, mortgage, deed of trustlicense, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, licenseplan, agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Target is a party or by or to which the Company Target or any of its properties or assets are may be bound or subject(iii) violate the provisions of any Law applicable to Target, except, in each the case that wouldof clauses (ii) and (iii), for such violations, breaches, defaults, or rights of termination, cancellation or acceleration that, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect with respect to Target or the Surviving Entity, materially impair the Company’s ability of Target to perform its obligations hereunder under this Agreement or any Ancillary Agreement or be reasonably likely to consummate prevent or materially delay the consummation of any of the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any No material filing or registration with, obtain any permitdeclaration or notification to, or order, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), Authority or any third other Person is required in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which Target is or will be a party and the consummation of the Transactions by Target and the performance by Target of its obligations hereunder or thereunder, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of the Form F-4, the Proxy Statement/Prospectus in definitive form and the filing and declaration of effectiveness of the Form F-4, (ii) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, (iii) filings required under the rules and policies of the NYSE MKT and TSX, (iv) the delivery of an assumption agreement and legal opinion under the Wyoming Bond Financing Agreement, in form and substance as required under the Wyoming Bond Financing Agreement, (v) the receipt of the Target Shareholder Approvals, (vi) such filings, authorizations or approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (vii) the filing of the Articles of Merger in the office of the Nevada Secretary of State, (viii) any consents, authorizations, approvals, filings or exemptions in connection with applicable stock exchange rules, (ix) approval of the Wyoming Department of Environmental Quality to application for Permit to Mine Transfer, (x) the approval of the United States Nuclear Regulatory Commission to the change of control of any source material or byproduct material licenses held by Target; and (xi) such consents, approvals approvals, orders, authorizations, notifications, registrations, declarations and filings (A) as are customarily made or notices obtained in connection with the transfer of interests in or change of control of ownership of mining properties and (B) the failure of which would notto be obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect with respect to Target or the Surviving Entity, materially impair the Company’s ability of Target to perform its obligations hereunder under this Agreement or any Ancillary Agreement or be reasonably likely to consummate prevent or materially delay the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to consummation of any of the Closing DateTransactions.

No Violation; Consents and Approvals. (ai) The Except as set forth in Schedule 4.2(c)(i) of the disclosure schedule of Buyer attached hereto (the "Buyer Disclosure Schedule"), neither the execution and delivery of this Agreement by the Company does not, and nor the performance by Buyer of this Agreement by the Company and the consummation of the Transactions its obligations hereunder will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of any provision of the certificate of formation or operating agreement (or other governing or organizational documents) of Buyer or (B) result in a violation or breach of, or constitute a default (with or an event that with without due notice or lapse of time or both would constitute both) a material default) under, default (or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation ofobligation to repurchase, repay, redeem or require payment under, acquire or result in the creation of a Lien on any similar right or obligation) under any of the material properties terms, conditions or assets of the Company underprovisions of, any material bond, note, mortgage, deed letter of trust, lease, commitment, obligation, understanding, arrangement, indenturecredit, other evidence of indebtedness, guarantee, license, lease or agreement or other contract similar instrument or instrument (“Contract”) obligation to which the Company Buyer or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (C) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (ii) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which the Company Buyer or any of its properties or assets are bound or Subsidiaries is subject, in each case excluding from the foregoing clauses (B) and (C) such requirements, defaults, breaches, rights or violations (x) that wouldwould not, individually or in the aggregate, reasonably be expected to materially impair have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the Company’s ability of Buyer to perform its obligations hereunder or (y) that became applicable as a result of the business or activities in which Tower or any of its affiliates is or proposes to consummate the Transactionsbe engaged or any acts or omissions by, or facts pertaining, to Tower or any of its affiliates. (bii) Assuming the representations and warranties of each Noteholder Except as set forth in Section 3.2 and Section 3.3 are true and correctSchedule 4.2(c)(ii) of the Buyer Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement or the other Transaction Agreements by the Company does not, and Buyer or the performance by the Company Buyer of this Agreement and the consummation of the Transactions will notits obligations hereunder, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals approvals, orders, authorizations, notifications, registrations, declarations and filings (x) the failure of which to be obtained or notices which made would not, individually or in the aggregate, reasonably be expected to materially impair have a Material Adverse Effect and would not have a material adverse effect on the Company’s ability of Buyer to perform its obligations hereunder or (y) that became applicable as a result of the business or activities in which Tower or any of its affiliates is or proposes to consummate the Transactions and (ii) such consentsbe engaged or any acts or omissions by, approvals or notices which have been facts pertaining to, Tower or will be obtained prior to the Closing Dateany of its affiliates.

No Violation; Consents and Approvals. (ai) The execution Subject to obtaining Seller’s Required Consents, neither the execution, delivery and delivery performance by Parent and Seller of this Agreement by the Company does notand each Ancillary Agreement to which Parent or Seller is a party, and the performance of this Agreement by the Company and nor the consummation by Parent and Seller of the Transactions transactions contemplated hereby and thereby, will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute of any provision of the Organizational Documents of Parent or Seller; (B) result in a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration), or require payment undera consent, or result in the creation of a Lien on under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, material agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Parent or Seller is a party or by or to which the Company it or any of its properties or assets are bound or subjectthe Purchased Assets may be bound, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for any such defaults or consents (ior rights of termination, cancellation or acceleration) such consents, approvals as to which requisite waivers or notices consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to materially impair have a Material Adverse Effect; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or Seller, except for any such violations as would not, individually or in the Company’s ability aggregate, reasonably be expected to perform its obligations hereunder or to consummate the Transactions and have a Material Adverse Effect. (ii) Except as set forth in Section I of Schedule 4.01(c)(ii) (listing each of Seller’s Required Governmental Consents) or Section II thereof (listing each of Seller’s Required Third-Party Consents), no consent or approval of, filing with, or notice to, any Governmental Authority or other Person is necessary for the execution, delivery and performance of this Agreement by Parent or Seller or of any Ancillary Agreement to which Parent or Seller is a party, or the consummation by Parent or Seller of the transactions contemplated hereby and thereby, other than such consents, approvals approvals, filings or notices which which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have been or will be obtained prior to the Closing Datea Material Adverse Effect.

No Violation; Consents and Approvals. (a) The execution execution, delivery and delivery performance of this Agreement and the VAB Transaction Agreement by the Company does not(and in the case of the VAB Transaction Agreement, and the performance of this Agreement by as if the Company were Merger Sub thereunder) and, assuming termination or expiration of applicable waiting periods under the HSR Act and receipt of the Required Company Regulatory Approvals, the consummation of the Transactions do not and will notnot violate, (i) conflict with or violate the organizational documents result in a breach of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectprovision of, or (iii) result in any breach of, constitute a default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation result in termination of, or require payment accelerate the performance required by, or result in a right of consent, termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of a any Lien on (other than Permitted Liens) upon any of the material properties or assets of the Company underor a Company Subsidiary under any of the terms, any material bond, note, mortgage, deed conditions or provisions of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence (i) the certificate of indebtedness, guarantee, license, agreement incorporation or by-laws or other contract or instrument (“Contract”) to which the Company is a party or by or to which similar organizational documents of the Company or any of its properties Company Subsidiary, (ii) any Applicable Laws, or assets are bound or subject(iii) any Material Contract, other than, in each the case of clause (ii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair have a Company Material Adverse Effect or would not prevent the Company’s ability to perform its obligations hereunder or to consummate consummation of the Transactions Transactions. (b) Except for (i) filings by the Company required by the HSR Act and (ii) the filings with and receipt of approvals from the Authorities listed on Section 4.6(b) of the Company Disclosure Schedule (such consentsfilings and approvals, the “Required Company Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Authority is necessary for the execution and delivery of this Agreement and the VAB Transaction Agreement by the Company (and in the case of the VAB Transaction Agreement, as if the Company were Merger Sub thereunder) or the consummation by the Company, the Surviving Corporation or any Company Subsidiary, as the case may be, of the Merger or the VAB Purchase, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or notices obtained, as the case may be, would not prevent the Company from performing its obligations under this Agreement or the VAB Transaction Agreement or would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and other than such declarations, filings, registrations, notices, authorizations, consents or approvals which have been are required or will be obtained prior become applicable due to the Closing Datenature or status of, or actions taken by, Buyer, Merger Sub, VAB Acquisition Sub or their respective Affiliates.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does notand any Ancillary Agreement to which Parent or Merger Sub is or will be a party, and the performance of this Agreement by the Company and the consummation of the Transactions and the performance by each of Parent or Merger Sub of its obligations hereunder and thereunder will not, not (i) conflict with or violate the organizational documents any provision of the Companyarticles or certificate of incorporation, as applicable, of Parent or Merger Sub, (ii) conflict with or violate any laws applicable to Except as set forth in Section 5.4(a) of the Company or by or to which any of its properties or assets are bound or subjectParent Disclosure Letter, or (iii) result in any violation of, or the breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a material defaultboth) under, or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, guaranteed payments or require payment a loss of any benefit under, or result the acceleration of performance, vesting or an increase in compensation or benefit required by, or the creation of a any Lien on upon any equity interests in or assets of Parent or any of its Subsidiaries under, any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, notelease, mortgage, deed of trustlicense, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, licenseplan, agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Target or any of its Subsidiaries is a party or by or to which the Company Parent or any of its Subsidiaries or any of their respective properties or assets are bound may be bound, including the trust indenture relating to the outstanding Parent Debentures, or subject(iii) violate the provisions of any Law applicable to Parent or any of its Subsidiaries, except, in each the case that wouldof clauses (ii) and (iii), for such violations, breaches, defaults, or rights of termination, cancellation or acceleration that, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect with respect to Parent or Merger Sub, materially impair the Company’s ability of Parent or Merger Sub to perform its obligations hereunder under this Agreement or any Ancillary Agreement or be reasonably likely to consummate prevent or materially delay the consummation of any of the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any No material filing or registration with, obtain any permitdeclaration or notification to, or order, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), Authority or any third other Person is required in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which either of the Parent Parties is or will be a party and the consummation of the Transactions by Parent or Merger Sub and the performance by either Parent or Merger Sub of its obligations hereunder or thereunder, except for (i) the filing with the SEC of the Form F-4, the Proxy Statement/Prospectus in definitive form and the filing and declaration of effectiveness of the Form F-4, (ii) the receipt of the Parent Shareholders’ Approval, (iii) the filing with the Canadian Securities Regulatory Authorities on SEDAR and the furnishing of such filings to the SEC on XXXXX as may be required in connection with this Agreement and the other transactions contemplated by this Agreement, including the information circular in connection with the Parent Meeting, (iv) any consents, authorizations, approvals, filings or exemptions in connection with rules and policies of the NYSE MKT and TSX, (v) such filings, authorizations or approvals as may be required under the HSR Act, (vi) the filing of the Articles of Merger, (vii) the approval of the State of Utah Division of Radiation Control with respect to any change of control of the White Mesa Mill Radioactive Material License and Groundwater Discharge Permit and Air Approval Order and (viii) such consents, approvals approvals, orders, authorizations, notifications, registrations, declarations and filings (A) as are customarily made or notices obtained in connection with the transfer of interests in or change of control of ownership of mining and milling properties and (B) the failure of which would notto be obtained or made, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect with respect to Parent or Merger Sub, materially impair the Company’s ability of Parent or Merger Sub to perform its obligations hereunder under this Agreement or any Ancillary Agreement or be reasonably likely to consummate prevent or materially delay the consummation of any of the Transactions. (c) The execution and delivery of this Agreement and any Ancillary Agreement to which Parent or Merger Sub is or will be a party, the consummation of the Transactions and (iithe performance by each of Parent or Merger Sub of its obligations hereunder and thereunder will not trigger any severance, termination or other payment or any right to claim such a payment other than any employment agreement as set forth in Section 5.12(f) such consentsof the Parent Disclosure Letter to which Parent or any of its subsidiaries are party to with any director, approvals officer or notices which have been or will be obtained prior to the Closing Dateemployee of Parent of any subsidiary of Parent.

No Violation; Consents and Approvals. (ai) The execution Subject to obtaining Buyer’s Required Consents, neither the execution, delivery and delivery performance by Buyer of this Agreement by the Company does notand each Ancillary Agreement to which Buyer is a party, and the performance of this Agreement by the Company and nor the consummation by Buyer of the Transactions transactions contemplated hereby and thereby, will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute of any provision of the Organizational Documents of Buyer; (B) result in a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration), or require payment undera consent, or result in the creation of a Lien on under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, material agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Buyer is a party or by or to which the Company or any of its their respective material properties or assets are bound or subjectmay be bound, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for any such defaults or consents (ior rights of termination, cancellation or acceleration) such consents, approvals as to which requisite waivers or notices consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to materially impair have a material adverse effect on the Company’s ability of Buyer to perform its obligations hereunder under this Agreement and the Ancillary Agreements; or (iii) constitute a violation of any law, regulation, order, judgment or decree applicable to consummate Buyer, except for any such violations as would not, individually or in the Transactions aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements. (ii) Except as set forth in Section I of Schedule 4.02(c)(ii) (listing each of Buyer’s Required Governmental Consents) or Section II thereof (listing each of Buyer’s Required Third-Party Consents), no consent or approval of, filing with, or notice to, any Governmental Authority or other Person is necessary for the execution and delivery of this Agreement or any Ancillary Agreement by Buyer, or the consummation by Buyer or Company of the transactions contemplated hereby and thereby, except for any such consents, approvals approvals, filings or notices which which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have been or will be obtained prior a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Closing DateAncillary Agreements.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company Seller and the consummation by the Seller of the Transactions transactions contemplated hereby will not, not (i) conflict with or violate the organizational documents Certificate of Formation or limited liability company agreement of the CompanySeller, as currently in effect, (ii) conflict with or violate any laws Laws applicable to the Company Seller or by or to which any of its properties or assets are bound or are subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time time, or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment payments under, or result in the creation of a Lien on any of the material properties or assets of the Company Seller under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) Contract to which the Company Seller is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that wouldwhich breach, individually default, conflict, right of termination, amendment, acceleration, cancellation, payment or in the aggregate, reasonably be expected to Lien would materially impair the CompanySeller’s ability to perform its obligations hereunder or to consummate the Transactionstransactions contemplated hereby. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the The execution and delivery of this Agreement by the Company does Seller do not, and the performance by the Company Seller of this Agreement and the consummation of the Transactions transactions contemplated hereby will not, require the Company Seller to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party party, except for filings pursuant to the Securities Act and the Exchange Act. (ic) such consents, approvals or notices which would not, individually or in On the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions date hereof and (ii) such consents, approvals or notices which have been or will be obtained prior to as of the Closing Date, the aggregate amount of all accrued and unpaid fees and expenses under that certain letter agreement (the “KKR Management Agreement”), dated as of November 2, 1999, by and among the Company and Kohlberg Kravis Xxxxxxx & Co., L.P. (“KKR”) shall not exceed $475,000.

No Violation; Consents and Approvals. (a) The execution Neither the execution, delivery and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and Brushy nor the consummation by Brushy of the Transactions Merger or any other transactions contemplated hereby will not, (i) conflict with or violate the organizational documents any provision of the CompanyOrganizational Documents of Brushy or any of its Subsidiaries, (ii) violate, conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectwith, or (iii) result in a breach of any breach ofprovision of or the loss of any benefit under, constitute a default (or an event that which, with notice or lapse of time time, or both both, would constitute a material default) under, result in the termination of or give to others any a right of termination, amendmentcancellation, acceleration modification or cancellation ofamendment under, or require payment underaccelerate the performance required by, or result in the creation of a any Lien on upon any of the material respective properties or assets of the Company Brushy or its Subsidiaries under, or result in the acceleration or trigger of any material payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, note, mortgage, deed of trustindenture, lease, commitment, obligation, understanding, arrangement, indentureguarantee, other evidence of indebtedness, guaranteelease, license, contract, agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Brushy or any Subsidiary of Brushy is a party or by or to which the Company either of them or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Brushy Required Vote has been obtained, conflict with or violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, the “Laws”) applicable to Brushy, its Subsidiaries or any of their respective properties or assets are bound or subjectassets; except, in each the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) or Liens that would, individually or in the aggregateaggregate have not had, and would not be reasonably be expected likely to materially impair the Company’s ability to perform its obligations hereunder have or to consummate the Transactionsresult in, a Material Adverse Effect on Brushy. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any No material filing or registration with, obtain any permitdeclaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or given any notice to (“Consents”), any foreign court, tribunalarbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental AuthorityEntity”), ) or any third party other Person is required to be obtained or made by Brushy or its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Brushy or the consummation by Brushy of the Merger or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or Takeover Laws, (iv) the approval of this Agreement by the Brushy Required Vote, (v) the filing of the Certificate of Merger for the Merger with the Secretary of State of the State of Delaware, (vi) consents or approvals of any Governmental Entity that are normally obtained after the consummation of this type of transaction, and (vii) any such consentsfiling, approvals registration, declaration, notification, order, authorization, consent or notices which would not, approval that the failure to obtain or make individually or in the aggregate, aggregate would not be reasonably be expected likely to materially impair the Company’s ability to perform its obligations hereunder have or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Dateresult in a Material Adverse Effect on Brushy.

No Violation; Consents and Approvals. (a) The execution execution, delivery and delivery of this Agreement by the Company does not, and the performance of this Agreement by Buyer and Merger Sub and, assuming termination or expiration of applicable waiting periods under the Company HSR Act and receipt of the Required Buyer Regulatory Approvals, the consummation of the Transactions do not and will notnot violate, (i) conflict with or violate the organizational documents result in a breach of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectprovision of, or (iii) result in any breach of, constitute a default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation result in termination of, or require payment accelerate the performance required by, or result in a right of consent, termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of a any Lien on upon any of the material properties or assets of Buyer or Merger Sub under any of the Company underterms, any material bond, note, mortgage, deed conditions or provisions of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence (i) the certificate of indebtedness, guarantee, license, agreement incorporation or by-laws or other contract similar organizational documents of Buyer or instrument Merger Sub, (“Contract”ii) any Applicable Law applicable to Buyer or Merger Sub or any of their respective properties or assets, or (iii) any Contract to which the Company Buyer or Merger Sub is a party or by which Buyer or to which the Company Merger Sub or any of its their respective properties or assets are may be bound or subjectaffected, other than, in each the case of clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair have a Buyer Material Adverse Effect. (b) Except for (i) filings by Buyer required by the Company’s ability to perform its obligations hereunder or to consummate the Transactions HSR Act and (ii) the filings with and receipt of approvals from the Authorities listed on Section 5.3(b) of the Buyer Disclosure Schedule (such consentsfilings and approvals, the “Required Buyer Regulatory Approvals” and, together with the Required Company Regulatory Approvals, the “Required Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Authority is necessary for the execution and delivery of this Agreement by the Company or the consummation by Buyer and Merger Sub of the Transactions, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or notices obtained, as the case may be, would not prevent Buyer or Merger Sub from performing its obligations under this Agreement or would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect and other than such declarations, filings, registrations, notices, authorizations, consents or approvals which have been are required or will be obtained prior become applicable due to the Closing Datenature or status of, or actions taken by the Company or its respective Affiliates.

No Violation; Consents and Approvals. (a) The execution and delivery by Parent and Merger Sub of this Agreement by Agreement, the Company does not, Transaction Agreements and the Ancillary Agreements to which they are parties and the performance by Parent and Merger Sub of this Agreement by the Company their respective obligations pursuant hereto and the consummation thereto will not (with or without notice or lapse of the Transactions will nottime, (ior both) conflict with or violate result in any violation of any provision of (i) the organizational documents Organizational Documents of the CompanyParent or Merger Sub, or (ii) conflict with or violate any laws Legal Requirement applicable to the Company Parent or by Merger Sub or to which any of its their respective properties or assets are bound or subjectother than compliance with the requirements set forth in Section 3.3(b) below, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give Contract applicable to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company Parent or any of its properties or assets are bound assets, or subject(iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its properties or assets, other than in each the case of clauses (i), (ii), (iii) and (iv) any such violation, default, right of termination, cancellation or acceleration or Lien that would, individually or in the aggregate, reasonably be expected to materially aggregate would not impair in any material respect the Company’s ability of Parent to perform its obligations hereunder under this Agreement, or to consummate prevent or materially delay the Transactionsconsummation of any of the transactions contemplated by this Agreement. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any No filing or registration with, obtain any permit, or authorization, consent or approval of, any Governmental Body is required by or given any notice with respect to (“Consents”)Parent or Merger Sub in connection with the execution and delivery by each of Parent or Merger Sub of this Agreement, any courtthe Transaction Agreements or the Ancillary Agreements to which it is a party or is necessary for the consummation by each of Parent or Merger Sub of the Merger and the other Transactions to which it is a party, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) any filing pursuant to the WBCA, (ii) applicable requirements, if any, of U.S. federal securities laws, blue sky laws and the Nasdaq Stock Market, (iii) such filings, authorizations, orders or approvals as may be required under the HSR Act, if any, (iv) applicable requirements, if any, under foreign laws and (v) such other consents, approvals orders, authorizations, registrations, declarations and filings the failure of which to be obtained or notices which made would notnot have a Material Adverse Effect on Parent, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability of Parent or Merger Sub to perform its obligations hereunder or to consummate under the Transactions and (ii) such consentsTransaction Agreements or Ancillary Agreements, approvals or notices which have been or will be obtained prior to prevent the Closing Dateconsummation of any of the Transactions.

No Violation; Consents and Approvals. (a) The execution and delivery by the Company of this Agreement by the Company does do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of or default under, (i) conflict with any provision of the certificate of incorporation or violate the bylaws or other similar organizational documents of the CompanyCompany or any Subsidiary, (ii) conflict with any Order or violate any laws Applicable Law applicable to the Company or by any Subsidiary or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties property or assets of the Company underor any Subsidiary, in any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement respect or other contract or instrument (“Contract”iii) to which the Company is a party or by or any material Contracts to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of its properties the Company's or each Subsidiary's material assets may be bound, except, in the case of clauses (ii) and (iii) where any such conflicts, violations or defaults as to which requisite waivers or consents will have been obtained prior to the Closing and which, in the aggregate, are bound immaterial and do not and would not reasonably be expected to materially impair or subjectmaterially delay the Company's ability to consummate the transactions contemplated by this Agreement. (b) No Consent of or with any Governmental Authority, or any other third person, is required to be obtained or made by or with respect to the Company and the Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, other than, in each case case, (i) compliance with and filings under the HSR Act and any Foreign Antitrust Approvals and (ii) compliance with and filings under the Exchange Act, except those that wouldthe failure to obtain or make such Consent or filing, individually or in the aggregate, are immaterial and do not and would not reasonably be expected to materially impair or materially delay the Company’s 's ability to perform its obligations hereunder or to consummate the Transactionstransactions contemplated by this Agreement. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Date.

No Violation; Consents and Approvals. (ai) The execution Subject to obtaining Transferor's Required Consents, neither the execution, delivery and delivery performance by Transferor of this Agreement by the Company does notand each Ancillary Agreement to which it is a party, and the performance of this Agreement by the Company and nor the consummation by Transferor of the Transactions transactions contemplated hereby and thereby, will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute of any provision of the Organizational Documents of Transferor; (B) result in a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration), or require payment undera consent, or result in the creation of a Lien on under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, material agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Transferor is a party or by or to which the Company it or any of its properties or assets are bound or subjectthe Transferred Assets may be bound, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for any such defaults or consents (ior rights of termination, cancellation or acceleration) such consents, approvals as to which requisite waivers or notices consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to materially impair have a Material Adverse Effect; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Transferor, except for any such violations as would not, individually or in the Company’s ability aggregate, reasonably be expected to perform its obligations hereunder or to consummate the Transactions and have a Material Adverse Effect. (ii) Except as set forth in Section I of Schedule 4.01(c)(ii) (listing each of Transferor's Required Governmental Consents) or Section II thereof (listing each of Transferor's Required Third-Party Consents), no consent or approval of, filing with, or notice to, any Governmental Authority or other Person is necessary for the execution, delivery and performance of this Agreement by Transferor or of any Ancillary Agreement to which Transferor is a party, or the consummation by Transferor of the transactions contemplated hereby and thereby, other than such consents, approvals approvals, filings or notices which which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have been or will be obtained prior to the Closing Datea Material Adverse Effect.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Stockholder and the Company of the Transaction Documents does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on upon any of the material properties or assets of the Company under, or any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) Company Subsidiary under any Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholder of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to BBI and the other transactions contemplated by this Agreement and the Merger Agreement from the provisions of any stockholder rights plan or other "poison pill" arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company's certificate of incorporation or assets are bound bylaws that is or subject, in each case that would, individually or in the aggregate, could reasonably be expected to materially impair become applicable to BBI as a result of the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correcttransactions contemplated hereby, including without limitation, the execution and delivery sale of this Agreement by the Company does not, Shares to BBI and the performance by the Company of this Agreement and the consummation ownership, disposition or voting of the Transactions will not, require Shares by BBI or the Company exercise of any right granted to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice BBI pursuant to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datethis Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company each of BermudaCo and PwCIL does not, and the performance execution and delivery by each of this Agreement by BermudaCo and PwCIL of the Company Other Transaction Agreements to which it is to be a party and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or violate result in any violation of any provision of the constitutive or organizational documents of the CompanyBermudaCo or PwCIL, as applicable, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectwith, or (iii) result in any a violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendmentrevocation, acceleration cancelation or cancellation ofacceleration, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bondloan or credit agreement, note, bond, mortgage, indenture, benefit plan, deed of trust, license, lease, commitmentsublease, obligationcontract, understandingpurchase order, arrangementcommitment or agreement, indenturewritten or unwritten (collectively, other evidence of indebtedness"Contracts"), guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company BermudaCo or PwCIL is a party party, except for any such conflict, violation, breach, default, loss or by right, entitlement or to which the Company or any of its properties or assets are bound or subject, in each case that wouldLien which, individually or in the aggregate, could not reasonably be expected to materially impair the Company’s ability result in a BermudaCo Material Adverse Effect or a PwCIL Material Adverse Effect, respectively or (iii) conflict with or result in a violation of any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to perform its obligations hereunder BermudaCo or PwCIL or to consummate the Transactions. (b) Assuming the representations and warranties property or assets of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correctBermudaCo or PwCIL, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) any such consentsconflict, approvals violation, loss or notices which would notLien which, individually or in the aggregate, could not reasonably be expected to materially impair have a BermudaCo Material Adverse Effect or a PwCIL Material Adverse Effect, respectively. (b) No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to BermudaCo or PwCIL in connection with the Company’s ability to perform its obligations hereunder execution and delivery of the Transaction Agreements or to consummate the Transactions and (ii) consummation of the transactions contemplated thereby, other than such consents, approvals approvals, licenses, permits, orders, authorizations, registrations, declarations or notices filings the failure of which have been or will to be obtained prior or made could not reasonably be expected to have, individually or in the Closing Dateaggregate, a BermudaCo Material Adverse Effect or a PwCIL Material Adverse Effect, respectively.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Stockholders and the Company of the Transaction Documents does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on upon any of the material properties or assets of the Company under, or any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) Company Subsidiary under any Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholders of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to Buyer and the other transactions contemplated by this Agreement and the Merger Agreement from the provisions of any Stockholders rights plan or other "poison pill" arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company's certificate of incorporation or assets are bound bylaws that is or subject, in each case that would, individually or in the aggregate, could reasonably be expected to materially impair become applicable to Buyer as a result of the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correcttransactions contemplated hereby, including without limitation, the execution and delivery sale of this Agreement by the Company does not, Shares to Buyer and the performance by the Company of this Agreement and the consummation ownership, disposition or voting of the Transactions will not, require Shares by Buyer or the Company exercise of any right granted to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice Buyer pursuant to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datethis Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by and the Company Buyer Related Instruments does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby or thereby and compliance with the terms hereof or thereof, will notnot conflict with, or result in any violation of or default under, (i) conflict with any provision of the charter or violate the by-laws or comparable organizational documents of any of the CompanyXxxxx Entities, (ii) conflict with or violate any laws Law applicable to any of the Company Xxxxx Entities or the property or assets of the Xxxxx Entities, or (iii) any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of the Xxxxx Entities is a party or by which the Xxxxx Entities may be bound or affected or to which any of its properties assets may be subject (including without limitation, the credit agreement, dated as of June 3, 2003, by and among Xxxxx Parent and certain of its Affiliates and their exit financing lenders), except for such conflicts, violations or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) defaults as to which the Company is a party requisite waivers or by consents have been obtained or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to would not materially impair the Company’s ability to perform its obligations hereunder or of the Xxxxx Entities to consummate the Transactionstransactions contemplated hereby. (b) Assuming No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign, or any third party is required to be obtained or made by or with respect to any of the representations and warranties of each Noteholder set forth Xxxxx Entities in Section 3.2 and Section 3.3 are true and correct, connection with the execution and delivery of this Agreement by or the Company does not, and the performance by the Company of this Agreement and Buyer Related Instruments or the consummation by any of the Transactions will notXxxxx Entities of the transactions contemplated hereby or thereby, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for other than (i) such consentscompliance with and filings under Section 13(a) of the Exchange Act, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, consents or approvals or notices the failure of which have been or will be obtained prior to obtain would not materially impair the Closing Dateability of any of the Xxxxx Entities to consummate the transactions contemplated hereby.

No Violation; Consents and Approvals. (a) The execution and delivery by Buyer of this Agreement by the Company does and other Transaction Documents to which it is a party do not, and the performance by Buyer of this Agreement by its obligations hereunder and thereunder and compliance with the Company terms hereof and the consummation of the Transactions thereof will not, (ia) conflict with the certificate of incorporation or violate the organizational documents by-laws of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectBuyer, or (iiib) subject to the receipt of the Consents and the making of the Filings referred to in this Section 4.2, result in any breach of, constitute a violation of or default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any a right of termination, amendment, acceleration termination or cancellation of, or require payment undercancellation, or result in the creation of a any Lien on upon any of the material properties or assets of the Company Buyer under, (i) any Law applicable to Buyer or (ii) any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which the Company Buyer is a party or by which Buyer or its assets may be bound, other than any such items as to which the Company requisite waivers or any of its properties Consents have been obtained or assets are bound or subject, in each case that wouldwhich would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s Buyer's ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming transactions contemplated by this Agreement or the representations and warranties of each Noteholder other Transaction Documents. Except as set forth on Section 4.2 of the Disclosure Letter, no Consent of, or Filing with, any Governmental Entity, or any third Person, is required to be obtained or made by or with respect to Buyer or its Affiliates by virtue of their respective businesses or legal status (i.e., excluding any Consents and Filings that would be required to be obtained or made by any purchaser as required to be set forth on Section 3.6(b) of the Disclosure Letter) in Section 3.2 and Section 3.3 are true and correct, connection with the execution and delivery of this Agreement by or the Company does notTransition Agreement, and the performance by the Company of this Agreement and or the consummation by Buyer of the Transactions will nottransactions contemplated hereby and thereby, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) any such consents, approvals or notices Consents which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or of Buyer to consummate the Transactions transactions contemplated by this Agreement and (ii) such consents, approvals or notices the other Transaction Documents to which have been or will be obtained prior to the Closing Dateit is a party.

No Violation; Consents and Approvals. (a) The Except as set forth in Section 2.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does notof this Agreement, the Transaction Agreements to which it is a party and the performance of this Agreement Ancillary Agreements to which it is a party and the consummation by the Company and the consummation of the Transactions contemplated hereby and thereby and the Company’s compliance with the provisions hereof and thereof will notnot (with or without notice or lapse of time, or both) conflict with, result in any violation of or default under, or give any other Person the right to modify, terminate or accelerate any right, liability or obligation of any of the Acquired Companies, or to charge any fee, penalty or similar payment to any of the Acquired Companies under, or give rise to the creation of any Lien (other than Permitted Liens), any provision of (i) conflict with or violate the organizational documents Organizational Documents of the CompanyAcquired Companies, (ii) conflict subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the Company Shareholders and compliance with or violate the requirements set forth in Section 2.5(b) below, any laws Legal Requirement applicable to the Company Acquired Companies or by or to which any of its their respective properties or assets are bound assets, (iii) any material Contract applicable to any of the Acquired Companies or subjectany of their respective properties or assets, or (iiiiv) result in any breach ofjudgment, constitute a default (order, decree, statute, law, ordinance, rule or an event that with notice or lapse of time or both would constitute a material default) under, or give regulation applicable to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company Acquired Companies or any of its their respective properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactionsassets. (b) Assuming the representations No filing or registration with and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any no material permit, authorization, consent or approval of, any Governmental Body is necessary or given any notice required to (“Consents”)be obtained by the Acquired Companies in connection with the execution and delivery by the Company of this Agreement, any courtthe other Transaction Agreements or the Ancillary Agreements to which it is a party or is necessary for the consummation by the Company of the Merger and the other Transactions, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consentsthe filing of the Articles of Merger with the Secretary of State of the State of Washington, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) applicable requirements, if any, of U.S. federal securities laws and blue sky laws, (iii) such consentsfilings, authorizations, orders or approvals or notices which have been or will as may be obtained prior to required by the Closing DateHSR Act, if any, and (iv) approval of this Agreement, the Merger and the other Transactions, by the Company Shareholders.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by and the Company does Buyer Related Instruments do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby or thereby and compliance with the terms hereof or thereof will notnot violate or be in conflict with, (ia) conflict with or violate the organizational documents any provision of the Companycharter or by-laws of Buyer Parent or Buyer (or equivalent documents), (iib) conflict with or violate any laws material Law applicable to Buyer Parent or Buyer or the Company property or assets of Buyer Parent or Buyer or (c) assuming the MS Facility, as amended, shall be in effect or the obligations under the MS Facility are repaid prior to or concurrently with the Initial Closing, in any material respect, any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer Parent or Buyer is a party or by which Buyer Parent or Buyer may be bound or affected or to which any of its properties or their respective assets are bound or may be subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming Except (i) for the representations and warranties of each Noteholder Required Approvals, (ii) as set forth in Section 3.2 6.02(b) of the Buyer Disclosure Schedule, (iii) the requirements of (A) the Merger Control Laws, (B) the Securities Act, (C) the Exchange Act, and Section 3.3 are true (D) state or provincial securities or blue sky law requirements in connection with the Warrant, the Viner Debentures (if applicable) and correctthe Buyer Parent Shares (if applicable), and (iv) as would not have a material adverse effect on Buyer or Buyer Parent or materially impair or delay Buyer's or Buyer Parent's ability to consummate the transactions contemplated by this Agreement or any Buyer Related Instrument, no consent, approval, order or authorization of, or notice to, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by or with respect to Buyer Parent or Buyer in connection with the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and or Buyer Related Instruments or the consummation by Buyer Parent or Buyer, as the case may be, of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent transactions contemplated hereby or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datethereby.

No Violation; Consents and Approvals. (a) The Neither the execution and nor the delivery of this Agreement or the other agreements referred to herein nor the performance by the Company does not, and the performance Sellers of their obligations under this Agreement shall, whether by the Company and giving of notice or upon the consummation expiration of the Transactions will nota time-limit, (i) or both, conflict with or violate the organizational documents of the Companyany other agreement, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse loss of time or both would constitute a material default) under, or give to others rights of any right of termination, amendment, acceleration or cancellation of, or require payment underkind, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or Encumbrance and/or in the aggregate, reasonably be expected creation or increase of any contractual obligation to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactionsany third party. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correctIn particular, neither the execution and nor the delivery of this Agreement by or the Company does notother agreements referred to herein, and nor the performance by the Sellers of their obligations under the Agreement, shall terminate or otherwise diminish any rights (including but not limited to indemnification rights and Governmental Permits) granted to the Sellers, the Target Company and/or the Subsidiaries. (c) Subject to the fulfillment of the conditions precedent, neither the execution and the delivery of this Agreement, nor its performance by the Sellers shall contravene or violate any Requirements of Law and/or Court Orders of any Governmental Authority. (d) Other than as referred to in this Agreement: (i) no announcements, consultations, notices, reports or filings are required to be made by any of the Sellers, any Target Company and/or any Subsidiary in connection with the performance of the obligations of the Sellers under this Agreement or in connection with the performance of the obligations of any Sellers, the Target Company and/or the Subsidiaries under the Agreement and/or the related documents; and (ii) no consents, approvals, registrations, authorisations or permits are required to be obtained by the Sellers, any Target Company and/or any Subsidiary in connection with the execution and performance of this Agreement and the consummation of the Transactions will not, require the Company to make and/or any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datedocuments related hereto.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, Neither the execution and delivery of this Agreement by Seller or the Company, nor the consummation of the transactions contemplated hereby, do or would after the giving of notice or the lapse of time or both, (i) violate, conflict with, result in a breach of, or constitute a default under, the certificate of formation or other similar governing documents of Seller or the Company does notor any U.S. federal, state or local court or administrative order or process, or any agreement, Contract, or other instrument, to which Seller or the Company is a party or by which the Company’s assets are subject or bound; (ii) violate or conflict with any U.S. federal, state or local law, statute or regulation; (iii) result in the creation or vesting of any right of payment to any third party, or give any party the right to create, any Lien upon the assets of the Company; (iv) terminate or give any party the right to terminate, amend, abandon or refuse to perform any agreement or Contract to which the Company’s assets are subject or bound; or (v) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms under which, any party is to perform any duties or obligations or receive any rights or benefits under any agreement or Contract affecting the Company’s assets. (b) Except for the waiting period under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, all consents, approvals, authorizations and other requirements prescribed by law, rule or regulation which must be obtained or satisfied by Seller or the performance Company and that are necessary for the execution and delivery by Seller and the Company of this Agreement and the consummation of the Transactions will nottransactions contemplated by this Agreement have been obtained and satisfied, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which other than as would not, individually or in the aggregate, not reasonably be expected to materially impair have a material adverse effect on the Company’s assets or liabilities of the Company or the ability to perform its obligations hereunder of Seller or the Company to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated herein.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Stockholder and the Company of the Transaction Documents does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on upon any of the material properties or assets of the Company under, or any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) Company Subsidiary under any Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholder of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to BBI and the other transactions contemplated by this Agreement and the Merger Agreement from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s certificate of incorporation or assets are bound bylaws that is or subject, in each case that would, individually or in the aggregate, could reasonably be expected to materially impair become applicable to BBI as a result of the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correcttransactions contemplated hereby, including without limitation, the execution and delivery sale of this Agreement by the Company does not, Shares to BBI and the performance by the Company of this Agreement and the consummation ownership, disposition or voting of the Transactions will not, require Shares by BBI or the Company exercise of any right granted to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice BBI pursuant to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datethis Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Stockholder and the Company of the Transaction Documents does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on upon any of the material properties or assets of the Company under, or any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) Company Subsidiary under any Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholder of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to CSA and the other transactions contemplated by this Agreement from the provisions of any stockholder rights plan or other "poison pill" arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company's certificate of incorporation or assets are bound bylaws that is or subject, in each case that would, individually or in the aggregate, could reasonably be expected to materially impair become applicable to CSA as a result of the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correcttransactions contemplated hereby, including without limitation, the execution and delivery sale of this Agreement by the Company does not, Shares to CSA and the performance by the Company of this Agreement and the consummation ownership, disposition or voting of the Transactions will not, require Shares by CSA or the Company exercise of any right granted to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice CSA pursuant to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datethis Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83 (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Date.

No Violation; Consents and Approvals. (ai) The execution Neither the execution, delivery and delivery performance by Transferor of this Agreement by the Company does notand each Ancillary Agreement to which it is a party, and the performance of this Agreement by the Company and nor the consummation by Transferor of the Transactions transactions contemplated hereby and thereby, will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute of any provision of the Organizational Documents of Transferor; (B) result in a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration), or require payment undera consent, or result in the creation of a Lien on under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, material agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Transferor is a party or by or to which the Company it or any of its properties or assets are bound or subjectthe Transferred Assets may be bound, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for any such defaults or consents (ior rights of termination, cancellation or acceleration) such consents, approvals as to which requisite waivers or notices consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to materially impair have a Material Adverse Effect; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Transferor, except for any such violations as would not, individually or in the Company’s ability aggregate, reasonably be expected to perform its obligations hereunder or to consummate the Transactions and have a Material Adverse Effect. (ii) Transferor has obtained all consents and approvals from each Governmental Authority or other Person, and made all necessary filings or notices, necessary for the execution, delivery and performance of this Agreement by Transferor or of any Ancillary Agreement to which Transferor is a party, or the consummation by Transferor of the transactions contemplated hereby and thereby, other than such consents, approvals approvals, filings or notices which which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have been or will be obtained prior to the Closing Datea Material Adverse Effect.

No Violation; Consents and Approvals. (a) The Except as set forth in Section 3.4 of the Disclosure Schedule, the execution and delivery by the Company of this Agreement by the and each Company Transaction Agreement does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (ia) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectwith, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) underunder (i) any provision of the organizational documents of the Company or its Subsidiaries, (ii) any material judgment, order, injunction or decree (an “Order”) applicable to the Company, its Subsidiaries or their respective properties or assets, (iii) any statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction (“Applicable Law”) applicable to the Company or its Subsidiaries or the property or assets of the Company or its Subsidiaries, or (iv) any Permit held by the Company or its Subsidiaries that is required under Applicable Laws or necessary in connection with the conduct of their business as currently conducted, or (b) result in any default or give rise to others any right of termination, amendment, acceleration cancellation or cancellation of, or require payment underacceleration, or result in the creation of a any Lien on (other than Permitted Liens and Real Estate Permitted Liens) upon any of the material properties or assets of the Company underCompany, under any material bondMaterial Contract; provided, notehowever, mortgagethat no representation or warranty is made in the foregoing clauses (a)(ii), deed of trust(a)(iii), lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”a)(iv) and (b) with respect to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that wouldmatters that, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder would not result in a Material Adverse Effect. Except as set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation 3.4 of the Transactions will notDisclosure Schedule, require the Company to make any filing withno (x) consent, obtain any permitapproval, authorization, consent order or approval authorization of, or given any notice to registration, declaration or filing with (“ConsentsGovernmental Approval”), any court, tribunaladministrative agency or commission or other governmental entity, legislative, executive or regulatory authority or agency instrumentality, domestic or foreign (a “Governmental Authority”)) or (y) consent or approval of any party to a Material Contract is required to be obtained or made by or with respect to the Company or its Subsidiaries in connection with the consummation of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to consents, approvals, orders or authorizations of, or registrations, declarations or filings with any third Governmental Authority or any party except for (i) such consentsto a Material Contract that, approvals if not obtained or notices which made, would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Dateresult in a Material Adverse Effect.

No Violation; Consents and Approvals. (a) The execution Except as provided in Schedule 2.3, neither the execution, delivery and delivery performance by Sellers of this Agreement by or the Company does not, and the performance of this Agreement by the Company and Ancillary Agreements nor the consummation by Sellers of the Transactions transactions contemplated hereby and thereby and compliance by Sellers with the terms hereof and thereof will not, (i) conflict with with, violate or violate the organizational documents result in any breach of the Companyterms, conditions or provisions of Sellers' certificates of incorporation or by-laws, (ii) assuming all required consents are obtained on or prior to Closing, conflict with, violate or result in any breach of, or constitute a default or loss of any right under or an event which, with the lapse of time or notice or both, would result in a default or loss of any right under or the creation of any security interest upon any of the Assets (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which Sellers are a party or by which Sellers or any of the Assets may be bound or subject, except for such defaults, losses (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, (iii) assuming all required consents are obtained on or prior to Closing, violate any laws statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to the Company Sellers or by or to which any of its properties or assets are may be bound or subject, or (iiiiv) result in require any breach offiling (other than as may be required to transfer any Permit), constitute a default (declaration or an event that with notice or lapse of time or both would constitute a material default) underregistration with, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given the giving of any notice to to, any public, governmental or regulatory body, agency or authority; excluding from the foregoing clauses (“Consents”ii), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for iii) and (iiv) such conflicts, violations, breaches and defaults which, and filings, declarations, registrations, permits, consents, approvals or and notices which would notthe absence of which, individually either singly or in the aggregate, reasonably would not have a Material Adverse Effect. With respect to any Ancillary Agreements or any undertaking with respect to any Ancillary Agreements, the representations made in this Agreement shall be expected limited to materially impair the Company’s ability such of Sellers as are a signatory to perform its obligations hereunder or to consummate the Transactions and (ii) any such consents, approvals or notices which have been or will be obtained prior to the Closing DateAncillary Agreements.

No Violation; Consents and Approvals. (a) The execution and delivery by Purchaser of this Agreement by the Company does and each Purchaser Transaction Agreement do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby, and compliance with the terms hereof and thereof will notnot conflict with, or result in any violation of or default under, (ia) conflict with or violate any provision of the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties Purchaser, (b) any Order or Applicable Law applicable to Purchaser, or the property or assets of the Company under, Purchaser or (c) any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) contracts to which the Company is Purchaser are a party party, or by which Purchaser, or to which the Company or any of its properties or their respective assets are bound or subject, in each case that would, individually or in the aggregate, reasonably may be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder bound. Except as set forth in Section 3.2 and Section 3.3 are true and correctSchedule 4.2, no Governmental Approval is required to be obtained or made by or with respect to Purchaser or their Affiliates in connection with the execution and delivery of this Agreement by the Company does notand each Purchaser Transaction Agreement, and the performance by the Company of this Agreement and or the consummation by Purchaser of the Transactions will nottransactions contemplated hereby and thereby. Litigation. There are no Actions pending or, require the Company to make Purchaser’s Knowledge, threatened against or affecting Purchaser or their respective properties or assets, at law or in equity, by or before any filing with, obtain any permit, authorization, consent or approval ofGovernmental Authority, or given any notice to (“Consents”), any court, tribunal, legislative, executive by or regulatory authority or agency (a “Governmental Authority”), or on behalf of any third party except for (i) such consentsparty, approvals or notices which which, if adversely determined, would not, individually or in the aggregate, reasonably be expected to materially impair the CompanyPurchaser’s ability to perform its obligations hereunder consummate the transactions contemplated hereby, and there are no outstanding Orders, affecting Purchaser, or their respective properties or assets, at law or in equity, which would materially impair Purchaser’s ability to consummate the Transactions transactions contemplated hereby. Investment Intent. Purchaser are acquiring the Company Interests and the Transferred Assets for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof in violation of federal, state or other securities laws. Purchaser agree that it will not sell, transfer, offer for sale, pledge, hypothecate or otherwise dispose of the Company Interests or the Transferred Assets in violation of any federal, state or other securities laws. Purchaser is an “accredited investor” (ii) such consentsas defined under Regulation D promulgated under the Securities Act of 1933, approvals or notices which have been or will be obtained prior to the Closing Dateas amended).

No Violation; Consents and Approvals. (ai) The execution Subject to obtaining Transferee's Required Consents, neither the execution, delivery and delivery performance by Transferee of this Agreement by the Company does notand each Ancillary Agreement to which Transferee is a party, and the performance of this Agreement by the Company and nor the consummation by Transferee of the Transactions transactions contemplated hereby and thereby, will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute of any provision of the Organizational Documents of Transferee; (B) result in a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration), or require payment undera consent, or result in the creation of a Lien on under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, material agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Transferee is a party or by or to which the Company or any of its their respective material properties or assets are bound or subjectmay be bound, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for any such defaults or consents (ior rights of termination, cancellation or acceleration) such consents, approvals as to which requisite waivers or notices consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to materially impair have a material adverse effect on the Company’s ability of Transferee to perform its obligations hereunder under this Agreement and the Ancillary Agreements; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to consummate Transferee, except for any such violations as would not, individually or in the Transactions aggregate, reasonably be expected to have a material adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements. (ii) Except as set forth in Section I of Schedule 4.02(c)(ii) (listing each of Transferee's Required Governmental Consents) or Section II thereof (listing each of Transferee's Required Third-Party Consents), no consent or approval of, filing with, or notice to, any Governmental Authority or other Person is necessary for the execution and delivery of this Agreement or any Ancillary Agreement by Transferee, or the consummation by Transferee or Company of the transactions contemplated hereby and thereby, except for any such consents, approvals approvals, filings or notices which which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have been or will be obtained prior a material adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Closing DateAncillary Agreements.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does Acquiror do not, and the performance of this Agreement by the Company Acquiror and the consummation of the Transactions transac- tions contemplated hereby will not, (i) conflict with or violate the organizational documents certificate of the Companyincorporation or by-laws, in each case as currently in effect, of Acquiror, (ii) conflict with or violate any laws Laws applicable to the Company Acquiror or by or to which any of its properties or assets are is bound or subject, or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company Acquiror under, any material note, bond, note, mortgage, deed of trustindenture, contract, agreement, arrangement, commitment, lease, commitmentli- cense, obligationpermit, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement franchise or other contract instrument or instrument (“Contract”) obligation to which the Company Acquiror is a party or by or to which the Company Acquiror or any of its properties or assets are is bound or subject, in each case that wouldexcept where the conflict, individually violation, breach, default, termination, amendment, acceleration, cancellation, requirement or in the aggregate, reasonably be expected to materially impair the Company’s creation would not prevent or delay Acquiror's ability to perform its obligations hereunder or to consummate the Transactions.transactions contemplated hereby. 48 (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the The execution and delivery of this Agreement by the Company does Acquiror do not, and the performance by the Company Acquiror of this Agreement and the consummation of the Transactions transac- tions contemplated hereby, will not, require the Company Acquiror to make any filing with, obtain any permit, authorization, consent or approval of, or given Consents from any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party party, except for (i) such consentsapplicable requirements, approvals if any, of the HSR Act or notices which would notthe Competition Laws, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consentsrequired filings under the Exchange Act, approvals or notices which have been or will be obtained prior (iii) the filing and approval of a listing application with the NYSE relating to the Closing Dateshares of Acquiror Common Stock constituting the Common Stock Consideration and (vi) the giving of notice to Acquiror's lenders under Acquiror's existing credit facility.

No Violation; Consents and Approvals. (a) The Except as set forth on Section 5.06(a) of the Disclosure Schedule, the execution and delivery of this Agreement by and the Company does not, and the performance of this Agreement Documents by the Company and the consummation by it of the Transactions transactions contemplated hereby and thereby will not, not (ia) violate or conflict with or violate any provision of the organizational documents of the CompanyCompany or its Subsidiaries, (iib) conflict with or violate any laws material - 18 - Law applicable to to, binding upon or enforceable against the Company or by or to which any of its properties or assets are bound or subjectSubsidiaries, or (iiic) result in any material breach or violation of, or constitute a material default (or an event that which would, with notice or lapse without the passage of time or both would the giving of notice or both, constitute a material default) under, or give rise to others any a right of termination, amendment, payment or acceleration of rights under or cancellation ofthe right to terminate or cancel any Material Contract, or require payment under, or (d) result in the creation or imposition of a any Lien on upon any of the material properties property or assets of the Company underand its Subsidiaries or any Company Unit. Assuming expiration or termination of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Act, and except for the filing of the Certificate of Merger, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification, recording, notice, or other action or filing with, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, Governmental Authority or any other evidence of indebtedness, guarantee, license, agreement Person is required to be obtained or other contract or instrument (“Contract”) to which the Company is a party or made by or to which on behalf of the Company or any of its properties Subsidiaries in connection with the execution, delivery or assets are bound performance of this Agreement and the consummation of the transactions contemplated hereunder in accordance with the terms and conditions of this Agreement, except where failure to obtain such approval, consent, waiver, authorization or subjectother order, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate make such declaration, filing, registration, qualification, recording or other action would not be material to the TransactionsCompany and its Subsidiaries taken as whole. (b) Assuming the representations and warranties of each Noteholder Except as otherwise set forth in Section 3.2 5.06(b) of the Disclosure Schedule, no material authorization or approval or other action by, and Section 3.3 are true no material notice to or filing with, any Governmental Authority or other Person will be required to be obtained or made by the Representative or the Company, or any of its Subsidiaries in connection with the due execution, delivery and correctperformance by HIG Seller, the execution and delivery of this Agreement by the Company does notRepresentative, and the performance by or the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated hereby.

No Violation; Consents and Approvals. (a) The execution and delivery by Buyer of this Agreement by the Company does and its Related Agreements do not, and, subject to obtaining the consents, approvals and authorizations, and making the performance of this Agreement by the Company and filings, described in Section 4.4(b), the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, not (i) conflict result in any violation or breach of, or default (with or violate without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the organizational documents loss of a benefit under any Buyer Material Contract or result in the creation of any Lien upon any of the Companyproperties, rights or assets of Buyer or any of its Subsidiaries, (ii) conflict with or violate result in any laws applicable to violation of any provision of the Company Organizational Documents of Buyer or by or to which any of its properties or assets are bound or subject, Subsidiaries or (iii) result in conflict with or violate any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give Laws applicable to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company Buyer or any of its properties Subsidiaries or assets are bound any of their respective properties, rights or subjectassets, other than, (A) in each the case of sub-clauses (i), (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that wouldwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected a Buyer Material Adverse Effect, and (B) as may arise as a result of facts or circumstances relating to materially impair the Company’s ability to perform Holdings or its obligations hereunder Affiliates or to consummate the TransactionsLaws or contracts binding on Holdings or its Affiliates. (b) Assuming Other than as may be required pursuant to or in connection with the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correctHSR Act, the execution and delivery of this Agreement by Securities Act, the Company does notExchange Act, and the performance by the Company of this Agreement and the consummation of the Transactions will notno consent, require the Company to make any filing with, obtain any permit, authorization, consent authorization or approval of, or given any notice to (“Consents”)filing with, any courtGovernmental Authority is necessary, tribunalunder applicable Law, legislativefor the consummation by Buyer of the transactions contemplated by this Agreement, executive except for such consents, authorizations or regulatory authority or agency (a “Governmental Authority”)approvals of, or any third party except for filings (i) such consentsthat, approvals if not obtained or notices which made, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder a Buyer Material Adverse Effect or to consummate the Transactions and (ii) such consents, approvals as may arise as a result of facts or notices which have been circumstances relating to Holdings or will be obtained prior to the Closing Dateits Affiliates or Laws or contracts binding on Holdings or its Affiliates.

No Violation; Consents and Approvals. (a) The execution and delivery by Seller of this Agreement and by Seller or the Company of such of the Ancillary Agreements to which Seller or the Company is a party does not, and the performance of this Agreement by their respective obligations hereunder and thereunder and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation, or result in the creation of any Lien upon any of the properties or assets of the Company and the consummation or any of the Transactions will notits Subsidiaries under, (i) conflict with any provision of the Articles of Incorporation or violate Bylaws of Seller, the organizational documents Company or the comparable governing instruments of any of the Subsidiaries of the Company, (ii) conflict with any judgment, order or violate any laws decree, or statute, law, ordinance, rule or regulation applicable to the Company or by or to which any of its properties or assets are bound or subjectSeller, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties Subsidiaries that operate the Continuing Business, or assets are bound (iii) any Material Contract (as hereinafter defined) or subjectReal Property (as hereinafter defined) leases to which Seller, the Company or any of the Subsidiaries of the Company is a party, except, in each the case that wouldof clauses (ii) and (iii) of this Section 3.6, for any such conflicts, violations, defaults, rights of termination, or cancellation which would not, individually or in the aggregate, reasonably be expected to materially impair hinder, delay or adversely affect the Company’s ability to perform its obligations hereunder or of Seller to consummate the Transactionstransactions contemplated by this Agreement or the Ancillary Agreements. (b) Assuming No consent, approval, order or authorization of, or registration, declaration or filing with, any court, tribunal, administrative agency or commission or other governmental entity, authority or instrumentality or authority, domestic (federal, state or local) or foreign (a "Governmental Entity") or any third person, is required to be obtained or made by or with respect to Seller, the representations and warranties Company, any of each Noteholder set forth the Subsidiaries of the Company in Section 3.2 and Section 3.3 are true and correct, connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which such persons are a party, or the consummation by such persons of the Company does nottransactions contemplated hereby and thereby, other than, in each case, (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx") xxx xnder foreign laws regulating competition, and (ii) compliance with and filings under the performance by Securities Exchange Act of 1934, as amended (the Company of this Agreement and the consummation of the Transactions will not"Exchange Act"), require the Company to make except for any filing withsuch consents, obtain any permitapprovals, authorization, consent orders or approval authorizations of, or given any notice to (“Consents”)registrations, any court, tribunal, legislative, executive declarations or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices filings which would not, individually or in the aggregate, reasonably be expected to materially impair hinder, delay or adversely affect the Company’s ability to perform its obligations hereunder or of Seller to consummate the Transactions and (ii) such consents, approvals transactions contemplated by this Agreement or notices which have been or will be obtained prior to the Closing DateAncillary Agreements.

No Violation; Consents and Approvals. (a) The Except as set forth on SCHEDULE 2.8 hereto, the execution and delivery by the Sellers of this Agreement Agreement, the Ancillary Documents to which each is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company does not, Sellers do not and the performance of this Agreement by the Company and the consummation of the Transactions will not, : (ia) conflict with or violate the organizational documents result in a breach of the Companyterms, conditions or provisions of; (iib) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default or event of default under (or an event that with notice or due notice, lapse of time or both would constitute a material defaultboth); (c) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on upon the capital stock or assets of any of the material properties Sellers pursuant to; (d) give any third party the right to accelerate any obligation under; (e) result in a violation of; or assets (f) require any authorization, consent, approval, exemption or other action by or notice to any Person (including, without limitation, any creditor, customer or supplier) pursuant to, the Charter Documents of the Company underor any Regulation, Order or Contract to which any material bondof the Sellers is subject. Each of the Sellers has complied with all applicable Regulations and Orders in connection with the execution, notedelivery and performance of this Agreement, mortgagethe Ancillary Documents to which each is a party and the transactions contemplated hereby and thereby. None of the Sellers is required to submit any notice, deed of trustreport, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract filing with any governmental authority in connection with its execution or instrument (“Contract”) delivery of this Agreement, the Ancillary Documents to which the Company it is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, transactions contemplated hereby and thereby. No authorization, consent consent, approval, exemption or approval of, or given any notice is required to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior by any of the Sellers in connection with the execution, delivery, and performance of this Agreement, the Ancillary Documents to which it is a party and the Closing Datetransactions contemplated hereby and thereby.

No Violation; Consents and Approvals. (a) The execution and delivery by such Additional WCAS Holder of this Agreement by the Company does notAgreement, and the performance of this Agreement by its obligations hereunder and compliance with the Company and the consummation of the Transactions terms hereof, will not, not (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with without written notice or lapse of time time, or both would constitute a material default) both), conflict with, or result in any violation of or default under, or give rise to others any a right of termination, amendment, acceleration termination or cancellation of, or require payment undercancellation, or result in the creation of a any Lien on upon any of the material properties or assets of the Company such Additional WCAS Holder under, (a) any provision of the trust documents of such Additional WCAS Holder, as applicable, (b) any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to such Additional WCAS Holder or (c) any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which the Company such Additional WCAS Holder is a party or by which it, or its assets, may be bound, other than any such items as to which the Company requisite waivers or any of its properties consents have been obtained or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the Companysuch Additional WCAS Holder’s ability to perform its obligations hereunder consummate the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to such Additional WCAS Holder in connection with the execution and delivery of this Agreement, or the consummation by such Additional WCAS Holder of the transactions contemplated hereby, other than, in each case, compliance with and filings under the HSR Act, except for any such consents, approvals, orders or authorizations of or registrations, declarations or filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay such Additional WCAS Holder’s ability to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated by this Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery by Seller (and each of Affiliates that are a party thereto) of this Agreement by and the Company does other Transaction Documents do not, and the performance by Seller and its Affiliates of this Agreement by their obligations hereunder and thereunder and compliance with the Company terms hereof and the consummation of the Transactions thereof will not, not (i) conflict with the Restated Certificate of Incorporation or violate Amended and Restated Bylaws of Seller or the organizational documents comparable governing instruments of the Company, Company or any of the Division Entities; (ii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, violate or conflict with or violate any laws Law applicable to Seller, the Company or by or to which any of its properties the Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or assets are bound or subjectthe Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, result in any violation of or breach of, constitute a or default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any a right of termination, amendment, acceleration cancellation or cancellation of, or require payment underacceleration, or result in the creation of a any Lien on upon, any of the material properties or assets of the Company underor any of the Division Entities, under any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement Material Contract (as hereinafter defined) or other contract or instrument Permit (“Contract”as hereinafter defined) to which Seller, the Company or any of the Division Entities is a party or by or to which Seller, the Company or any of its the Division Entities or any of their respective properties or assets are is bound or subject, in each case that wouldexcept, individually or in the aggregatecase of (ii) and (iii) above, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder for any such conflict, violation, breach, default, right of termination or to consummate the Transactions. cancellation which (bA) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair result in a Material Adverse Effect or (B) arises from or relates to the Company’s ability legal or regulatory status of Buyer or the nature of Buyer's businesses or its participation in the transactions contemplated hereby. (b) Set forth in Section 3.6(b) of the Disclosure Letter is a list of each (i) consent, approval, waiver, license, certification, Permit, order or authorization of (each, a "Consent") and registration, declaration or filing (each, a "Filing") with, any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign (a "Governmental Entity"), that is material to perform its obligations hereunder the conduct of the Business required to be obtained or made by or with respect to consummate Seller, the Transactions Company or any Division Entity in connection with the execution and delivery of this Agreement or the Transition Agreement, or the consummation by Seller of the transactions contemplated hereby and thereby, other than compliance with and Filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (ii) such consents, approvals or notices which have been or will Consent of any third party required to be obtained prior or made by or with respect to Seller, the Closing DateCompany or any Division Entity in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation by Seller of the transactions contemplated hereby and thereby (including the Restructuring Transactions), other than such Consents, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

No Violation; Consents and Approvals. (a) The execution and delivery by Buyer of this Agreement by the Company does notand each Ancillary Agreement, upon execution and delivery, to which Buyer is a party, and the performance of this Agreement by its obligations hereunder and thereunder and compliance with the Company and the consummation of the Transactions terms hereof will not, not (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with without written notice or lapse of time time, or both would constitute a material default) both), conflict with, or result in any violation of or default under, or give rise to others any a right of termination, amendment, acceleration termination or cancellation of, or require payment undercancellation, or result in the creation of a any Lien on upon any of the material properties or assets of the Company Buyer under, (i) any provision of the Certificate of Incorporation or By-laws of Buyer, (ii), subject to the consents and approvals set forth in the last sentence of this Section 4.3, any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Buyer or (iii) any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which the Company Buyer is a party or by which Buyer or to which the Company or any of its properties or assets are bound or subjectmay be bound, except, in each the case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. of clauses (bii) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery (iii) of this Agreement by the Company does notSection 4.3, and the performance by the Company for any such conflicts, violations, defaults, rights of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent termination or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices cancellation which would not, individually or in the aggregate, reasonably be expected to materially impair hinder, delay or adversely affect the Company’s ability to perform its obligations hereunder or of Buyer to consummate the Transactions transactions contemplated by this Agreement or the Ancillary Agreements. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any third person, is required to be obtained or made by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which Buyer is a party, or the consummation by Buyer of the transactions contemplated hereby and thereby, other than, in each case, (i) compliance with and filings under the HSR Act and under foreign laws regulating competition, (ii) compliance with and filings under the Exchange Act and (iii) the filing and approval of a listing application with the NYSE relating to the shares of Buyer Common Stock constituting the Buyer Shares, except for any such consents, approvals approvals, orders or notices authorizations of, or registrations, declarations or filings which have been would not, individually or will be obtained prior in the aggregate, materially hinder, delay or adversely affect the ability of Buyer to consummate the Closing Datetransactions contemplated by this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (a) The Except as set forth on Schedule 3.3(a) and except for the Lyondell Consents, subject to obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution and delivery by Seller of this Agreement by the Company does not, and the performance of this Agreement by the Company and nor the consummation by Seller of any of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the organizational documents result in a breach of any provision of the CompanyOrganizational Documents of Seller, the Company or the Owner Affiliates, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation of, or require payment under, or result in the creation of a Lien on acceleration) under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which either Seller or the Company is a party party, except (x) for such defaults (or by rights of termination, cancellation or acceleration) as to which the Company requisite waivers or any of its properties consents have been obtained or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair create a Material Adverse Effect or (y) for those requirements that become applicable to Seller or the Company as the result of a specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or the Company’s ability , except for such violations that would not, individually or in the aggregate, reasonably be expected to perform its obligations hereunder create a Material Adverse Effect. (b) Except for (i) the filings by Seller and Buyer required by the HSR Act and the expiration or to consummate earlier termination of all waiting periods under the Transactions HSR Act, and (ii) the Required Regulatory Approvals set forth on Schedule 3.3(b) attached hereto (collectively, the “Seller Required Regulatory Approvals”), no declaration, filing or registration with, notice to, or authorization, consent, or approval of, any Governmental Authority is necessary for the consummation by Seller or the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents, or approvals that, if not obtained or notices which have been made, would not, individually or will in the aggregate, reasonably be obtained prior expected to the Closing Datecreate a Material Adverse Effect.

No Violation; Consents and Approvals. (a) The execution and delivery by it of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and compliance with the terms hereof will not, not (ia) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectwith, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, its organizational documents, if any, (b) violate any judgment, order, injunction or decree (an "Order"), or statute, law, ordinance, rule or regulation ("Applicable Law"), excluding federal and state securities and blue sky laws applicable to the transaction contemplated by this Agreement, applicable to it or its property or assets, or (c) give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on any of upon the material properties or assets of the Company Interests held by it under, any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, capital lease or other contract instrument or instrument obligation (“Contract”"Contracts") to which the Company it is a party or by or to which the Company it or any of its properties or assets are may be bound or subject(except as may arise under the Partnership Agreement), in each case that would, individually or except in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. case of (b) Assuming and (c), as would not have a material adverse effect on the representations and warranties ability of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correctsuch Seller to sell the Interests pursuant to or otherwise satisfy its obligations under this Agreement. No consent, the execution and delivery of this Agreement by the Company does notapproval, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent order or approval authorization of, or given any notice to registration, declaration or filing with (“Consents”"Governmental Approval"), any court, tribunaladministrative agency or commission or other governmental entity, legislative, executive or regulatory authority or agency instrumentality, domestic or foreign (a “"Governmental Authority”"), nor any consent, approval, order or authorization of any other third party is required to be obtained or made by or with respect to it in connection with the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereby, other than any consent, approval, order or authorization, or registration, declaration or filing, required under federal and state securities and blue sky laws applicable to the transaction contemplated by this Agreement, except such consent, approval, order or authorization where the failure to obtain such consent, approval, order or authorization would not have a material adverse effect on the ability of Seller to sell the Interests pursuant to this Agreement. Except as created by this Agreement, there are no outstanding subscriptions, options, rights (including phantom stock rights), warrants, calls, commitments, understandings, arrangements, plans or other agreements of any kind to acquire its Interests (except as may arise under the Partnership Agreement). Notwithstanding the foregoing or any third party except for (i) such consentsother provision of this Agreement, approvals no representation is being made by any Seller with respect to any rights Adstock Limited may have under the Partnership Agreement or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Dateapplicable law.

No Violation; Consents and Approvals. (a) The execution execution, delivery and delivery of this Agreement by the Company does not, and the performance of this Agreement by Seller and, assuming termination or expiration of applicable waiting periods under the Company HSR Act and receipt of the Required Seller Regulatory Approvals, the consummation of the Transactions do not and will notnot violate, (i) conflict with or violate the organizational documents result in a breach of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectprovision of, or (iii) result in any breach of, constitute a default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation result in termination of, or require payment accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of a any Lien on upon any of the material properties or assets of Seller or the Company underunder any of the terms, conditions or provisions of (i) the certificate of incorporation or by-laws of Seller or the Company, (ii) any material bondLegal Requirement applicable to Seller or the Company or any of their respective properties or assets, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”iii) any Contract to which Seller or the Company is a party or by which Seller or to which the Company or any of its their respective properties or assets are may be bound or subjectaffected, other than, in each the case of clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that would, individually or in the aggregate, would not reasonably be expected to materially impair have a Company Material Adverse Effect or would not prevent the Company’s ability to perform its obligations hereunder or to consummate consummation of the Transactions. (b) Assuming Except for (i) filings by Seller required by the representations HSR Act and warranties (ii) the filings by and receipt of each Noteholder set forth in approvals from the Authorities listed on Section 3.2 3.6(b) of the Seller Disclosure Schedule (such filings and Section 3.3 are true and correctapprovals, the “Required Seller Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Authority is necessary for the execution and delivery of this Agreement by Seller or the Company does notconsummation by Seller of the Transactions, and other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the performance by the Company of case may be, would not prevent Seller from performing its obligations under this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, not reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder have a Company Material Adverse Effect and other than such declarations, filings, registrations, notices, authorizations, consents or to consummate the Transactions and (ii) such consents, approvals which are required or notices which have been or will be obtained prior become applicable due to the Closing Datenature or status of, or actions taken by, Buyer or its Affiliates.

No Violation; Consents and Approvals. (a) The execution execution, delivery and delivery of this Agreement by the Company does not, and the performance of this Agreement by Buyer and, assuming termination or expiration of applicable waiting periods under the Company HSR Act and receipt of the Required Buyer Regulatory Approvals, the consummation of the Transactions do not and will notnot violate, (i) conflict with or violate the organizational documents result in a breach of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectprovision of, or (iii) result in any breach of, constitute a default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation result in termination of, or require payment accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of a any Lien on upon any of the material properties or assets of Buyer under any of the Company underterms, conditions or provisions of (i) the certificate of incorporation or by-laws of Buyer, (ii) any material bondLegal Requirement applicable to Buyer or any of its properties or assets, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”iii) any Contract to which the Company Buyer is a party or by or to which the Company Buyer or any of its properties or assets are may be bound or subjectaffected, other than, in each the case of clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that would, individually or in the aggregate, would not reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactionshave a Buyer Material Adverse Effect. (b) Assuming Except for (i) filings by Buyer required by the representations HSR Act and warranties (ii) the filings by and receipt of each Noteholder set forth in approvals from the Authorities listed on Section 3.2 4.3(b) of the Buyer Disclosure Schedule (such filings and Section 3.3 are true and correctapprovals, the “Required Buyer Regulatory Approvals” and, together with the Required Seller Regulatory Approvals, the “Required Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Authority is necessary for the execution and delivery of this Agreement by Seller or the Company does notconsummation by Buyer of the Transactions, and other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the performance by the Company of case may be, would not prevent Buyer from performing its obligations under this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, not reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder have a Buyer Material Adverse Effect and other than such declarations, filings, registrations, notices, authorizations, consents or to consummate the Transactions and (ii) such consents, approvals which are required or notices which have been or will be obtained prior become applicable due to the Closing Datenature or status of, or actions taken by, Seller, the Company or their respective Affiliates.

No Violation; Consents and Approvals. (a) The execution and delivery by Seller of this Agreement by and the Company does Ancillary Agreements do not and will not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default under, (i) conflict with or violate the organizational documents any provision of the Companycertificate of incorporation or bylaws of Seller, (ii) conflict with any judgment, order, injunction or violate any laws decree (an "Order"), or statute, law, ordinance, rule or regulation ("Applicable Law"), applicable to Seller or the Company or by or to which any of its properties property or assets are bound or subject, of Seller or (iii) result in any breach ofnote, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument obligation (“Contract”"Contracts") to which the Company Seller is a party or by which Seller or its assets may be bound, except, in the case of clauses (ii) and (iii) where any such conflicts, violations or defaults as to which requisite waivers or consents will have been obtained prior to the Company or any of its properties or assets are bound or subject, in each case that wouldClosing and which, individually or in the aggregate, are immaterial and do not and would not reasonably be expected to materially impair the Company’s or materially delay Seller's ability to perform its obligations hereunder or to consummate the Transactionstransactions contemplated by this Agreement. (b) Assuming the representations and warranties No consent, approval, order or authorization of each Noteholder set forth or from, or registration, declaration or filing with ("Consent"), any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign ("Governmental Authority"), or any other third person, is required to be obtained or made by or with respect to Seller in Section 3.2 and Section 3.3 are true and correct, connection with the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and Ancillary Agreements or the consummation by Seller of the Transactions will nottransactions contemplated hereby or thereby, require the Company to make any filing withother than, obtain any permitin each case, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consentscompliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals as amended (the "HSR Act"), and any foreign antitrust laws (the "Foreign Antitrust Approvals") and (ii) compliance with and filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except those that the failure to obtain or notices which would notmake, individually or in the aggregate, are immaterial and do not and would not reasonably be expected to materially impair the Company’s or materially delay Seller's ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated by this Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery by Buyer of this Agreement by and the Company does Transition Agreement do not, and the performance by Buyer of this Agreement by its obligations hereunder and thereunder and compliance with the Company terms hereof and the consummation of the Transactions thereof will not, (i) conflict with the certificate of formation or violate the organizational documents limited liability company operating agreement of the CompanyBuyer, or (ii) conflict with or violate any laws applicable subject to the Company or by or receipt of the Consents and the making of the Filings referred to which any of its properties or assets are bound or subjectin this Section 4.2, or (iii) result in any breach of, constitute a violation of or default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any a right of termination, amendment, acceleration termination or cancellation of, or require payment undercancellation, or result in the creation of a any Lien on upon any of the material properties or assets of the Company Buyer under, (A) any Law applicable to Buyer or (B) any material note, bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement agreement, lease or other contract instrument or instrument (“Contract”) obligation to which the Company Buyer is a party or by which Buyer or its assets may be bound, other than any such items as to which the Company requisite waivers or any of its properties Consents have been obtained or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s Buyer's ability to perform its obligations hereunder or to consummate the Transactions transactions contemplated by this Agreement or the Transition Agreement. Except as set forth on Section 4.2 of the disclosure letter delivered by Seller to Buyer simultaneously herewith (the "Buyer Disclosure Letter"), no Consent of, or Filing with, any Governmental Entity, or any third Person, is required to be obtained or made by or with respect to Buyer or its Affiliates (solely with respect to the legal or regulatory status or the nature of the business of Buyer or its Affiliates) in connection with the execution and delivery of this [Washington DC #361873 v9] 27 Agreement or the Transition Agreement, or the consummation by Buyer of the transactions contemplated hereby and thereby, other than: (A) compliance with and Filings under the HSR Act; and (B) compliance with and Filings under the Exchange Act, except for any such Consents which would not, individually or in the aggregate, reasonably be expected to impair the ability of Buyer to consummate the transactions contemplated by this Agreement and the Transition Agreement. (b) Buyer is not a Person or entity who (i) owns, operates or manages a hospital in Hall County, Georgia; (ii) is Columbia/HCA Healthcare Corp., Medicus Systems Corporation, Halifax Medical Center or Orlando Regional Healthcare System, Inc., any successor to any such consentsentity, approvals or notices which have been controlled by or will be obtained prior to under common control with any such entity; (iii) owns or operates a hospital or hospitals or ambulatory surgery center or centers located within the Closing DateCity and County of San Francisco; or (iv) is materially involved in gambling, tobacco, alcohol, pornography or abortion.

No Violation; Consents and Approvals. (a) The Except as set forth on Schedule 2.8 hereto, the execution and delivery by Seller of this Agreement by Agreement, the Company does not, Ancillary Documents and the performance fulfillment of this Agreement and compliance with the respective terms hereof and thereof by the Company Seller do not and the consummation of the Transactions will not, (ia) conflict with or violate the organizational documents result in a breach of the Companyterms, conditions or provisions of, (iib) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default or event of default under (or an event that with notice or due notice, lapse of time or both would constitute a material defaultboth), (c) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on any of upon the material properties capital stock or assets of the Company pursuant to, (d) give any third party the right to accelerate any obligation under, (e) result in a violation of, or (f) require any material bondauthorization, noteconsent, mortgageapproval, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement exemption or other contract action by or instrument notice to any Authority or other third party (“Contract”including, without limitation, any creditor, customer or supplier) pursuant to, the Charter Documents of the Hickory Group or any Regulation, Order or Contract to which the Company Hickory Group or Seller is a party or by or to which subject. Seller has complied with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. None of the Company or any member of its properties the Hickory Group or assets are bound Seller is required to submit any notice, report, or subject, other filing with any governmental authority in each case that would, individually connection with Seller's execution or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by Agreement, the Company does not, and the performance by the Company of this Agreement and Ancillary Documents or the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, transactions contemplated hereby and thereby. No authorization, consent consent, approval, exemption or approval of, or given notice is required to be obtained by any notice to (“Consents”)of the Company, any courtmember of the Hickory Group or Seller in connection with the execution, tribunaldelivery, legislativeand performance of this Agreement, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair Ancillary Documents and the Company’s ability to perform its obligations hereunder or to consummate the Transactions transactions contemplated hereby and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datethereby.

No Violation; Consents and Approvals. (a) The Except as set forth on SCHEDULE 2.8 hereto, the execution and delivery by each of the Companies and the Sellers of this Agreement by Agreement, the Company does not, Ancillary Documents to which each is a party and the performance fulfillment of this Agreement and compliance with the respective terms hereof and thereof by each of the Company Companies and the consummation of the Transactions Sellers do not and will not, (ia) conflict with or violate the organizational documents result in a breach of the Companyterms, conditions or provisions of, (iib) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default or event of default under (or an event that with notice or due notice, lapse of time or both would constitute a material defaultboth), (c) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien upon the capital stock or assets of either of the Companies pursuant to, (d) give any third party the right to accelerate any obligation under, (e) result in a Lien on violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Authority or other third party (including, without limitation, any creditor, customer or supplier) pursuant to, the Charter Documents of either of the Companies or any Regulation, Order or Contract to which any of the material properties Companies or assets Sellers is subject. Each of the Company underCompanies and each of the Sellers has complied with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement, the Ancillary Documents to which each is a party and the transactions contemplated hereby and thereby. None of the Companies or Sellers is required to submit any material bondnotice, notereport, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract filing with any governmental authority in connection with its execution or instrument (“Contract”) delivery of this Agreement, the Ancillary Documents to which the Company it is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, transactions contemplated hereby and thereby. No authorization, consent consent, approval, exemption or approval of, or given any notice is required to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior by any of the Companies or Sellers in connection with the execution, delivery, and performance of this Agreement, the Ancillary Documents to which it is a party and the Closing Datetransactions contemplated hereby and thereby.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of the Company under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the Company does notconsummation of the transactions contemplated hereby by Parent or Merger Sub will (i) violate or conflict with any provision of the respective certificates of incorporation or bylaws or similar governing documents of Parent or Merger Sub, (ii) assuming all consents, approvals, authorizations and permits contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings and notifications described in such clauses have been made, conflict with or violate any Laws applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is bound or affected, or (iii) violate or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), which would not prevent or materially delay the consummation of the transactions contemplated hereby. (b) The execution, delivery and performance by the Company of this Agreement by each of Parent and Merger Sub and the consummation of the Transactions transactions contemplated hereby by each of Parent and Merger Sub do not and will notnot require any consent, require approval, authorization or permit of, or filing with or notification to, any Governmental Entity except (i) the filing of a premerger notification and report form by the Company under the HSR Act, and the filing with respect to make and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law, (ii) compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing withof the Articles of Merger with the Missouri Secretary as required by the Corporation Law and (iv) any such consent, obtain any permitapproval, authorization, consent permit, filing or approval of, notification the failure of which to make or given any notice to (“Consents”), any court, tribunal, legislative, executive obtain would not prevent or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in materially delay the aggregate, reasonably be expected to materially impair consummation of the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated hereby.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company such Seller and the consummation by such Seller of the Transactions transactions contemplated hereby will not, not (i) to the extent such Seller has Organizational Documents, conflict with or violate the organizational documents Organizational Documents of the Companysuch Seller, (ii) conflict with or violate any laws Laws applicable to the Company such Seller or by or to which any of its properties or assets are bound or are subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time time, or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment payments under, or result in the creation of a Lien on any of the material properties or assets of the Company such Seller under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) Contract to which the Company such Seller is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that wouldwhich breach, individually default, conflict, right of termination, amendment, acceleration, cancellation, payment or in the aggregate, reasonably be expected to Lien would materially impair the Companysuch Seller’s ability to perform its obligations hereunder or to consummate the Transactionstransactions contemplated hereby. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the The execution and delivery of this Agreement by the Company such Seller does not, and the performance by the Company such Seller of this Agreement and the consummation of the Transactions transactions contemplated hereby will not, require the Company such Seller to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party party, except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior filings pursuant to the Closing DateDPA, the HSR Act, the Securities Act and the Exchange Act.

No Violation; Consents and Approvals. (ai) The execution Neither the execution, delivery and delivery performance by Transferee of this Agreement by the Company does notand each Ancillary Agreement to which Transferee is a party, and the performance of this Agreement by the Company and nor the consummation by Transferee of the Transactions transactions contemplated hereby and thereby, will not, (iA) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute of any provision of the Organizational Documents of Transferee; (B) result in a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration), or require payment undera consent, or result in the creation of a Lien on under any of the material properties terms, conditions or assets provisions of the Company underany note, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, material agreement or other contract instrument or instrument (“Contract”) obligation to which the Company Transferee is a party or by or to which the Company or any of its their respective material properties or assets are bound or subjectmay be bound, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth in Section 3.2 and Section 3.3 are true and correct, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will not, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for any such defaults or consents (ior rights of termination, cancellation or acceleration) such consents, approvals as to which requisite waivers or notices consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to materially impair have a material adverse effect on the Company’s ability of Transferee to perform its obligations hereunder under this Agreement and the Ancillary Agreements; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to consummate Transferee, except for any such violations as would not, individually or in the Transactions aggregate, reasonably be expected to have a material adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements. (ii) Transferee has obtained all consents and approvals from each Governmental Authority or other Person, and made all necessary filings or notices, necessary for the execution and delivery of this Agreement or any Ancillary Agreement by Transferee, or the consummation by Transferee of the transactions contemplated hereby and thereby, except for any such consents, approvals approvals, filings or notices which which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have been or will be obtained prior a material adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Closing DateAncillary Agreements.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does notand any Ancillary Agreement to which Parent or Merger Sub is or will be a party, and the performance of this Agreement by the Company and the consummation of the Transactions and the performance by each of Parent or Merger Sub of its obligations hereunder and thereunder will not, not (i) conflict with or violate the organizational documents any provision of the Company, memorandum and articles of association of Parent or the Operating Agreement of Merger Sub or (ii) conflict with or violate the provisions of any laws Law applicable to the Company Parent or by or to which any of its properties or assets are bound or subjectMerger Sub, or (iii) result in any breach ofexcept, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation case of a Lien on any of the material properties or assets of the Company underclause (ii), any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company is a party or by or to which the Company or any of its properties or assets are bound or subject, in each case that wouldfor such violations that, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect with respect to Parent or Merger Sub, materially impair the Company’s ability of Parent or Merger Sub to perform its obligations hereunder under this Agreement or any Ancillary Agreement or be reasonably likely to consummate prevent or materially delay the consummation of any of the Transactions. (b) Assuming the representations and warranties of each Noteholder set forth No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority or any other Person is required in Section 3.2 and Section 3.3 are true and correct, connection with the execution and delivery of this Agreement by the Company does not, and the performance by the Company of this Agreement and the consummation of the Transactions will notby Parent or Merger Sub and the performance by either Parent or Merger Sub of its obligations hereunder, require the Company to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) the filing with the SEC of the Proxy Statement/Prospectus in definitive form and the filing and declaration of effectiveness of the F-4, (ii) such filings, authorizations or approvals as may be required under the HSR Act, (iii) the filing of the Statement of Merger, (iv) any consents, authorizations, approvals, filings or exemptions in connection with applicable stock exchange rules, (v) the approval of the South African Reserve Bank and (vi) such consents, approvals approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or notices which would notmade, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect with respect to Parent or Merger Sub, materially impair the Company’s ability of Parent or Merger Sub to perform its obligations hereunder under this Agreement or any Ancillary Agreement or be reasonably likely to consummate prevent or materially delay the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to consummation of any of the Closing DateTransactions.

No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by and the Company does Buyer Related Instruments do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby or thereby and compliance with the terms hereof or thereof will not, not (i) conflict with with, or violate the organizational documents result in any violation of or default under, other than immaterial violations of or defaults under: (A) any provision of the Companycertificate of formation or limited liability company agreement of the Buyer or (B) any judgment, order or decree, statute, law, ordinance, rule or regulation, other than immaterial judgments, orders, decrees, statutes, laws, ordinances, rules or regulations applicable to the Buyer; or (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectwith, or (iii) result in any breach violation of, or constitute a default (or an event that or condition which, with notice or lapse of time or both both, would constitute a material default) under, other than immaterial conflicts, violations or give to others any right of terminationdefaults, amendment, acceleration or cancellation result in the termination of, or require payment underaccelerate the performance required by, or cause the acceleration of the maturity of, any liability or obligation, other than immaterial liabilities or obligations, pursuant to, or result in the creation or imposition of a Lien on any of the material properties or assets of the Company Encumbrance under, any material bondcontract, note, bond, mortgage, deed of trusthypothecation, lease, commitment, obligation, understanding, arrangementagreement, indenture, other evidence of indebtedness, guarantee, license, agreement lease (capitalized or operating), commitment or other contract instrument or instrument (“Contract”) obligation, other than immaterial contracts, notes, bonds, mortgages, hypothecations, agreements, indentures, licenses, leases, commitments, instruments or obligations to which the Company Buyer is a party or by or to which the Company or any of its properties or assets are Buyer may be bound or subject, in each case that would, individually or in the aggregate, reasonably be expected to materially impair the Company’s ability to perform its obligations hereunder or to consummate the Transactionsaffected. (b) Assuming the representations and warranties of each Noteholder Except as set forth in Section 3.2 and Section 3.3 are true and correcton Schedule 4.02, the execution and delivery of this Agreement by the Company does notno consent, and the performance by the Company of this Agreement and the consummation of the Transactions will notapproval, require the Company to make any order or authorization of, or registration, declaration or filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Government Authority”), or any third party is required to be obtained or made by or with respect to the Buyer in connection with the execution, delivery and performance of this Agreement or the Buyer Related Instruments or the consummation by the Buyer of the transactions contemplated hereby or thereby, except for (i) where the failure to obtain such consentsconsent, approvals approval, order or notices which authorization of, or to register, declare or file would not, individually or in not have a material adverse effect on the aggregate, reasonably be expected to materially impair the Company’s Buyer's ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated by this Agreement.

No Violation; Consents and Approvals. (a) The execution and delivery by Seller of this Agreement and the other agreements contemplated by the Company does this Agreement to be entered into by Seller at Closing do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, not (ia) conflict with or violate the organizational documents of the Company, (ii) conflict with or violate any laws applicable to the Company or by or to which any of its properties or assets are bound or subjectwith, or (iii) result in any breach of, constitute a violation of or default (or an event that which, with notice or lapse of time or both both, would constitute a material default) underunder (i) any provision of the organizational documents of Seller, or (ii) any Order or Applicable Law applicable to Seller or the property or assets of Seller or (b) constitute a breach of or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or require payment under, or result in the creation of a any Lien on upon any of the material properties or assets of the Company Seller under, any material bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument (“Contract”) to which the Company Seller is a party or by or to which the Company Seller or any assets of its properties Seller may be bound; provided, however, that no representation or assets are bound warranty is made in the foregoing clauses (a)(ii) or subject, in each case that would(b) with respect to matters that, individually or in the aggregate, reasonably be expected to would not materially impair the CompanySeller’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of each Noteholder transactions contemplated hereby. Except as set forth in Section 3.2 and Section 3.3 are true and correct2.3 of the Disclosure Schedule, the execution and delivery no Governmental Approval of this Agreement any Governmental Authority is required to be obtained or made by the Company does not, and the performance by the Company of this Agreement and or with respect to Seller in connection with the consummation of the Transactions will nottransactions contemplated hereby; provided, require the Company however, that no representation and warranty is made with respect to make authorizations, approvals, notices or filings with any filing withGovernmental Authority that, obtain any permitif not obtained or made, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party except for (i) such consents, approvals or notices which would not, individually or in the aggregate, reasonably be expected to materially impair the CompanySeller’s ability to perform its obligations hereunder or to consummate the Transactions and (ii) such consents, approvals or notices which have been or will be obtained prior to the Closing Datetransactions contemplated hereby.