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

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, delivery and performance of the Transaction Documents by any Regency Entity and the consummation by such Regency Entity of the Transactions do not and will not as of the Closing after giving effect to the Closing and the consummation of the Transactions: (i) conflict with or violate any of such Regency Entity’s Organizational Documents; (ii) constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, give rise to 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 such Regency Entity or RIGS is a party or by which any of its assets is bound, except to the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations under the Transaction Documents; (iii) violate or breach in any material respects any Law applicable to such Regency Entity or RIGS; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any of the Assets or RIGS Interests. (b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, delivery and performance by each of the FREIF and Triangle Holdings of each Transaction Documents by any Regency Entity Document to which it is a party and the consummation by such Regency Entity FREIF and Triangle Holdings of the Transactions to which it is a party do not and will not as of the Closing after giving effect to the Closing and the consummation of the Transactions: not: (i) conflict with result in any breach of any provision of the Charter Documents of FREIF or violate any of such Regency Entity’s Organizational Documents; Triangle Holdings; (ii) constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under ), or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation material Contract to which such Regency Entity FREIF or RIGS Triangle Holdings is a party or by which any of its property or assets is boundare bound or affected, except to the extent that for such defaultdefaults, terminationterminations, amendmentamendments, acceleration or cancellation right rights or violations that would not reasonably be expected to have a material adverse effect on not, individually or in the aggregate, materially impair FREIF’s or Triangle Holding’s ability of such Person to perform its obligations under each Transaction Document to which it is a party or consummate the Transaction Documents; transactions contemplated thereby; (iii) violate result in a violation of any Law, statute, rule, regulation, Order, judgment, injunction, decree or breach in other restriction of any material respects Governmental Authority to which FREIF or Triangle Holdings is subject (including federal and state securities Laws and regulations) or by which any Law applicable to such Regency Entity of its property or RIGSassets are bound or affected; or or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation or imposition of an Encumbrance on any Lien, charge or encumbrance upon any property or assets of the Assets FREIF or RIGS Interestsof Triangle Holdings, except for Permitted Liens. (b) No declaration, filing or registration with, or notice to, or authorization, consent consent, Order, license, qualification, permit, exemption or approval of, any Governmental Authority is necessary for the consummation by any Regency Entity FREIF or of Triangle Holdings of the Transactions contemplated by the Transaction Documentsto which it is party, other than such declarations, filings, registrations, notices, authorizationauthorizations, consents consents, Orders, licenses, qualifications, permits, exemptions or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this typedate hereof. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The executionAssuming receipt of those approvals and consents set forth in Section 3.6(b) of the Disclosure Letter, the execution and delivery by WIN of this Agreement and by WIN, Holdings and the Division Subsidiaries of such of the Ancillary Agreements to which WIN, Holdings and each such Division Subsidiary is a party do not in any material respect, and the performance of their respective obligations hereunder and thereunder and compliance with the Transaction Documents by any Regency Entity terms hereof and the consummation by such Regency Entity of the Transactions do not and thereof will not as in any material respect, conflict with, or result in any violation of the Closing after giving effect to the Closing and the consummation of the Transactions: (i) conflict with or violate any of such Regency Entity’s Organizational Documents; (ii) constitute a default (under, or an event that with notice or lapse of time or both would give rise to a default) under, give rise to any right of termination, termination or cancellation, amendment or acceleration (with or without notice, lapse result in the creation of time or both) under any Lien upon any of the termsmaterial properties or assets of WIN, conditions Holdings or provisions the Division Subsidiaries under, (i) any provision of the certificate of incorporation or bylaws of WIN, Holdings or any contractof the Division Subsidiaries, (ii) any material judgment, order or decree, or Law applicable to WIN, Holdings or any of the Division Subsidiaries, or (iii) any material note, bond, mortgage, indenture, licenseReal Property Lease, agreement permit, franchise or other instrument or obligation obligation, or any Material Contract, to which such Regency Entity WIN, Holdings or RIGS any of the Division Subsidiaries is a party or by or to which any of its assets is boundWIN, except to the extent that such default, termination, amendment, acceleration Holdings or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations under the Transaction Documents; (iii) violate or breach in any material respects any Law applicable to such Regency Entity or RIGS; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any of the Assets Division Subsidiaries or RIGS Interestsany of their respective properties or assets is bound or subject, but excluding any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter. (b) No declarationOther than those arising under any contracts, filing agreements or registration witharrangements as are listed in Section 6.2 of the Disclosure Letter, no material consent, approval, order or authorization of, or notice toregistration, declaration or authorization, consent or approval offiling with, any Governmental Authority Entity, or any third party, is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will required to be obtained or made prior to the Closing and other than such declarations, filings, registrations by or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval of any third party with respect to any Material Contract WIN, Holdings or any other Contract that of the Division Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which WIN, Holdings or each such Division Subsidiary is material to the Business is necessary for a party, or the consummation by any Regency Entity WIN, Holdings or each such Division Subsidiary of the Transactions transactions contemplated by hereby, except: (i) compliance with and filings under the Transaction DocumentsXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, other than such consents or approvals that have been or will be obtained prior to as amended (the Closing “HSR Act”) and other than(ii) compliance with and filings under the Securities Exchange Act of 1934, with respect to such other Contracts as amended (but not the Material Contracts“Exchange Act”), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, delivery and performance of the Transaction Documents by any Regency Entity the Caliber Entities that are party thereto and the consummation by such Regency Entity the Caliber Entities of the Transactions do not and will not as of the Closing after giving effect to the Closing and the consummation of the Transactions: not: (i) conflict with or violate result in any breach of any provision of the Charter Documents of any of such Regency Entity’s Organizational Documents; the Caliber Entities; (ii) constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under ), or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which such Regency any Caliber Entity or RIGS is a party or by which any of its their respective assets is boundor properties are bound or affected, except to the extent that for such defaultdefaults, terminationterminations, amendmentamendments, acceleration or cancellation right rights or violations, losses of benefits or transfer or “change of control” related rights that would not reasonably not, individually or in the aggregate, be expected material to have a material adverse effect on the ability Caliber Entities, the Proposed Business or the performance by the Caliber Entities of such Person to perform its their obligations under the Transaction Documents; ; (iii) violate result in a violation of any Law, statute, rule, regulation, Order, judgment, injunction, decree or breach in other restriction of any material respects Governmental Authority to which any Law applicable to such Regency Entity of the Caliber Entities is subject (including federal and state securities Laws and regulations) or RIGSby which any of their properties or assets are bound or affected; or or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation or imposition of an Encumbrance on any Lien, charge or encumbrance upon any property or assets of any of the Assets or RIGS InterestsCaliber Entities, except for Permitted Liens. (b) No declaration, filing or registration with, or notice to, or authorization, consent consent, Order, license, qualification, permit, exemption or approval of, any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction DocumentsTransactions, other than such declarations, filings, registrations, notices, authorizationauthorizations, consents consents, Orders, licenses, qualifications, permits, exemptions or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this typedate hereof. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, execution and delivery and performance of the Transaction Documents by any Regency Entity this Agreement and the consummation by such Regency Entity of the Transactions Seller Related Instruments do not and will not as of the Closing after giving effect to the Closing not, and the consummation of the Transactions: transactions contemplated hereby or thereby and compliance with the terms hereof or thereof will not (i) conflict with with, or violate result in any violation of or default under, other than immaterial violations of or defaults under: (A) any provision of the charter or bylaws of any of such Regency Entity’s Organizational Documents; the Seller Entities 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 Seller, the Business or the Acquired Assets; or (ii) conflict with, or result in any violation of, or constitute a default (or an event that or condition which, with notice or lapse of time or both both, would give rise to constitute a default) under, give rise to any right of terminationother than immaterial conflicts, cancellationviolations or defaults, amendment or result in the termination of, or accelerate the performance required by, or cause the acceleration (with or without notice, lapse of time or both) under any of the termsmaturity of, conditions any liability or provisions obligation, other than immaterial liabilities or obligations, pursuant to, or result in the creation or imposition of any Encumbrance under, any contract, note, bond, mortgage, hypothecation, agreement, indenture, license, agreement lease (capitalized or operating), commitment or other instrument or obligation to which such Regency Entity obligation, other than immaterial contracts, notes, bonds, mortgages, hypothecations, agreements, indentures, licenses, leases, commitments, instruments or RIGS is a party or obligations, by which the Business or the Acquired Assets may be bound or affected (collectively, "Contracts"). (b) Except as set forth on Schedule 3.02, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, county, municipal or local court, administrative agency or commission or other governmental or regulatory entity, body, authority or instrumentality, domestic or foreign including, without limitation, Mexican and Puerto Rican (collectively, "Government Authorities"), or any third party is required to be obtained or made by or with respect to the Seller in connection with the execution, delivery and performance of its assets is boundthis Agreement or the Seller Related Instruments or the consummation by the Seller of the transactions contemplated hereby or thereby or the conduct of the Business by the Buyer after the Closing, except where the failure to the extent that obtain such defaultconsent, terminationapproval, amendmentorder or authorization, acceleration or cancellation right to register, declare or file would not reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations under the Transaction Documents; (iii) violate business, assets, operations, financial condition or breach in any material respects any Law applicable to such Regency Entity or RIGS; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any prospects of the Assets Business (hereinafter, a "Material Adverse Effect") or RIGS Interests. (b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for a material adverse effect on the consummation by any Regency Entity of Seller's ability to consummate the Transactions transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this typeAgreement. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The Neither the execution, delivery and performance of this Agreement or the Transaction Documents by any Regency Entity and Ancillary Agreements nor the consummation by such Regency Entity VGC or VRI of the Transactions do not and transactions contemplated hereby or thereby will not as (a) conflict with, violate or result in any breach of the Closing after giving effect to the Closing terms, conditions or provisions of VGC’s and the consummation VRI’s articles of the Transactions: incorporation or by-laws, as amended and as currently in place, (ib) conflict with with, violate or violate result in any of such Regency Entity’s Organizational Documents; (ii) breach of, or constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, give rise to any right of termination, cancellationcancellation or acceleration) under, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of any contractagreement, notelease, bondinstrument, mortgageobligation, indenture, license, agreement understanding or other instrument or obligation arrangement to which such Regency Entity either VGC or RIGS VRI is a party or by which any of its assets is bound, except to the extent that such default, termination, amendment, acceleration either VGC or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations under the Transaction Documents; (iii) violate VRI or breach in any material respects any Law applicable to such Regency Entity or RIGS; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any of the Assets may be bound or RIGS Interests. subject, except for such defaults (bor rights of termination, cancellation or acceleration), as to which requisite waivers or consents have been obtained or are to be obtained as contemplated herein, (c) No declarationviolate any statute, filing ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to VGC or VRI or by which any of their respective properties or assets may be bound or subject, or (d) other than providing the required notice to Newmont under Section 11 of the 2006 Mineral Lease or obtaining the consent of Newmont to the assignment of the 2006 Mineral Lease, and providing thirty (30) days notice to the lessor under the SFP Lease that Buyer will replace VRI as sublessee thereunder, require any filing, declaration or registration with, or notice to, or authorizationpermit, consent or approval of, any Governmental Authority is necessary for or the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval giving of any third party with respect to notice to, any Material Contract person or entity, including any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documentspublic, other than such consents governmental or approvals that have been regulatory body, agency or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this typeauthority.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, delivery and performance of this Agreement by the Transaction Documents by any Regency Entity Company and, assuming receipt of the Required Company Regulatory Approvals, the Required Company Third-Party Consents, and the consummation by such Regency Entity approval of the Shareholders of the Contemplated Transactions, the consummation of the Contemplated Transactions do does not and will not as of the Closing after giving effect to the Closing and the consummation of the Transactions: (i) violate, conflict with or violate result in a breach of any of such Regency Entity’s Organizational Documents; (ii) provision of, or constitute a default (or an event that which, with notice or lapse of time or both both, would give rise to constitute a default) under, give rise to any or result in termination of, or accelerate the performance required by, or result in a right of terminationconsent, cancellation, amendment termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien (with other than Permitted Liens) upon any of the properties or without notice, lapse assets of time the Company or both) the BD Subsidiary under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement (i) the articles of incorporation or by-laws or other instrument similar organizational documents of the Company or obligation the BD Subsidiary, (ii) any Applicable Law, or (iii) any Material Contract, other than (with respect to which each of clauses (i) – (iii) above), such Regency Entity violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or RIGS is a party creations of Liens that would not, individually or by which any of its assets is boundin the aggregate, except to the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect or that would not prevent the ability of such Person to perform its obligations under the Transaction Documents; (iii) violate or breach in any material respects any Law applicable to such Regency Entity or RIGS; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any consummation of the Assets or RIGS InterestsContemplated Transactions. (b) No Except for the filings with, and receipt of approvals from the Authorities listed on Section 4.6(b) of the Company Disclosure Schedule (such filings and approvals, the “Required Company Regulatory Approvals”), no material declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company, or the consummation by any Regency Entity the Company or the BD Subsidiary, as the case may be, of the Contemplated Transactions contemplated by the Transaction Documents, and other than such declarations, filings, registrations, notices, authorizationauthorizations, consents or approvals that have been which are required or will be obtained or made prior become applicable due to the Closing and other than such declarationsnature or status of, filingsor actions taken by, registrations or notices that are customarily given or obtained post-closing for transactions of this typeBuyer. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, delivery and performance by each of the FREIF and Triangle Holdings of each Transaction Documents by any Regency Entity Document to which it is a party and the consummation by such Regency Entity FREIF and Triangle Holdings of the Transactions to which it is a party do not and will not as not: result in any breach of any provision of the Closing after giving effect to the Closing and the consummation Charter Documents of the Transactions: (i) conflict with FREIF or violate any of such Regency Entity’s Organizational Documents; (ii) Triangle Holdings; constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under ), or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation material Contract to which such Regency Entity FREIF or RIGS Triangle Holdings is a party or by which any of its property or assets is boundare bound or affected, except to the extent that for such defaultdefaults, terminationterminations, amendmentamendments, acceleration or cancellation right rights or violations that would not reasonably be expected to have a material adverse effect on not, individually or in the aggregate, materially impair FREIF’s or Triangle Holding’s ability of such Person to perform its obligations under each Transaction Document to which it is a party or consummate the Transaction Documents; transactions contemplated thereby; result in a violation of any Law, statute, rule, regulation, Order, judgment, injunction, decree or other restriction of any Governmental Authority to which FREIF or Triangle Holdings is subject (iiiincluding federal and state securities Laws and regulations) violate or breach in by which any material respects any Law applicable to such Regency Entity of its property or RIGSassets are bound or affected; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation or imposition of an Encumbrance on any Lien, charge or encumbrance upon any property or assets of the Assets FREIF or RIGS Interestsof Triangle Holdings, except for Permitted Liens. (b) No declaration, filing or registration with, or notice to, or authorization, consent consent, Order, license, qualification, permit, exemption or approval of, any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.10

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 3.3: (a) The execution, delivery and performance in Section 2.5 of the Transaction Documents Company Letter, the execution and delivery by any Regency Entity the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by such Regency Entity the Company of the Transactions do not transactions contemplated hereby and thereby and the Company’s compliance with the provisions hereof and thereof will not as of the Closing after giving effect to the Closing and the consummation of the Transactions: (i) conflict with or violate any of such Regency Entity’s Organizational Documents; (ii) constitute a default (or an event that with without notice or lapse of time time, or both would give rise to a defaultboth) conflict with, result in any violation of or default under, or give rise to any others a right of termination, cancellation, amendment cancellation or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of any contractobligation under, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Regency Entity or RIGS is a party or by which any of its assets is bound, except to the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations under the Transaction Documents; (iii) violate or breach in any material respects any Law applicable to such Regency Entity or RIGS; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any Lien except for Permitted Liens upon any of the Assets properties or RIGS Interestsassets of the Acquired Companies pursuant to, any provision of (i) the Organizational Documents of the Acquired Companies, (ii) subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the Company Stockholders and compliance with the requirements set forth in Section 2.5(b) below, any Legal Requirement applicable to the Acquired Companies or any of their respective properties or assets, (iii) any Contract applicable to the Acquired Companies or any of their respective properties or assets, or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Acquired Companies or any of their respective properties or assets; provided that if any consents, waivers or approvals are required to avoid the consequences noted in (i)-(iv), such consents, waivers or approvals are listed in Section 2.5(a) of the Company Letter along with an indication of whether such consents, waivers or approvals have been obtained. (b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority Body is required by or with respect to the Acquired Companies in connection with the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which it is a party or is necessary for the consummation by any Regency Entity the Company of the Transactions Merger and the other transactions contemplated by this Agreement and the Transaction DocumentsAncillary Agreements, other than except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) applicable requirements, if any, of U.S. federal securities laws and Blue Sky Laws, and (iii) such declarations, filings, registrationsauthorizations, notices, authorization, consents orders or approvals that have been or will as may be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated required by the Transaction DocumentsHSR Act, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this typeif any.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, execution and delivery by Seller and performance each of the Transaction Documents by any Regency Entity its Affiliates that are a party thereto of this Agreement and the consummation by such Regency Entity of the Transactions Ancillary Agreements do not and will not as of the Closing after giving effect to the Closing not, and the consummation performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the Transactions: terms hereof and thereof will not, (i) conflict with the Restated Certificate of Incorporation or violate Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of such Regency Entity’s Organizational Documents; the Division Entities; (ii) constitute a subject to receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, violate or conflict with, in each case in any material respect, any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to the receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, result in any material violation of or material breach or default under (or an event that with notice or lapse of time or both would result in a material violation of or a material breach or default under), or result in or give rise to a default) under, give rise to any right of termination, cancellationcancellation or acceleration, amendment or acceleration (with or without noticeresult in the creation, lapse of time or both) under any Lien upon, any of the terms, conditions material properties or provisions assets of the Company or any contract, note, bond, mortgage, indenture, license, agreement of the Division Entities under any Material Contract (as hereinafter defined) or other instrument or obligation Permit (as hereinafter defined) to which such Regency Entity Seller, the Company or RIGS 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 is boundbound or subject, except to except, in the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability case of such Person to perform its obligations under the Transaction Documents; (ii) and (iii) violate above, for any such conflict, violation, breach, default, right of termination or breach in any material respects any Law applicable cancellation which arises from or relates to such Regency Entity the legal or RIGS; or (iv) constitute an event which, after notice regulatory status of Buyer or lapse the nature of time Buyer's businesses or both, would result its participation in the creation of an Encumbrance on any of the Assets or RIGS Intereststransactions contemplated hereby. (b) No declarationSet 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 or registration (each, a "Filing") with, any court, administrative agency or notice tocommission or other governmental entity, authority or authorizationinstrumentality, consent domestic or approval offoreign (a "Governmental Entity"), any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the conduct of the Business is necessary for required to be obtained or made by or with respect to Seller or the Division in connection with the execution and delivery of this Agreement or the Ancillary Agreements, or the consummation by any Regency Entity Seller of the Transactions transactions contemplated hereby and thereby, other than (A) compliance with and Filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx (B) compliance with and Filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (ii) Consent of any third party required to be obtained or made by or with respect to Seller or the Transaction DocumentsDivision in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the consummation by Seller of the transactions contemplated hereby and thereby, other than such consents Consents, the failure of which to obtain would not, individually or approvals that have been or will in the aggregate, reasonably be obtained prior expected to the Closing and other than, with respect to such other Contracts (but not the result in a Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this typeAdverse Effect.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, delivery and performance of the Transaction Documents by any Regency Entity the Caliber Entities that are party thereto and the consummation by such Regency Entity the Caliber Entities of the Transactions do not and will not as not: result in any breach of any provision of the Closing after giving effect to the Closing and the consummation Charter Documents of any of the Transactions: (i) conflict with or violate any of such Regency Entity’s Organizational Documents; (ii) Caliber Entities; constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under ), or give rise to the loss of a benefit under, or trigger any transfer or “change of control” related right under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which such Regency any Caliber Entity or RIGS is a party or by which any of its their respective assets is boundor properties are bound or affected, except to the extent that for such defaultdefaults, terminationterminations, amendmentamendments, acceleration or cancellation right rights or violations, losses of benefits or transfer or “change of control” related rights that would not reasonably not, individually or in the aggregate, be expected material to have a material adverse effect on the ability Caliber Entities, the Proposed Business or the performance by the Caliber Entities of such Person to perform its their obligations under the Transaction Documents; ; result in a violation of any Law, statute, rule, regulation, Order, judgment, injunction, decree or other restriction of any Governmental Authority to which any of the Caliber Entities is subject (iiiincluding federal and state securities Laws and regulations) violate or breach in by which any material respects any Law applicable to such Regency Entity of their properties or RIGSassets are bound or affected; or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation or imposition of an Encumbrance on any Lien, charge or encumbrance upon any property or assets of any of the Assets or RIGS InterestsCaliber Entities, except for Permitted Liens. (b) No declaration, filing or registration with, or notice to, or authorization, consent consent, Order, license, qualification, permit, exemption or approval of, any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction DocumentsTransactions, other than such declarations, filings, registrations, notices, authorizationauthorizations, consents consents, Orders, licenses, qualifications, permits, exemptions or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this typedate hereof. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

No Violation; Consents and Approvals. Except as set forth on Schedule 3.3: (a) The execution, execution and delivery by Seller and performance each of the Transaction Documents by any Regency Entity its Affiliates that are a party thereto of this Agreement and the consummation by such Regency Entity of the Transactions Ancillary Agreements do not and will not as of the Closing after giving effect to the Closing not, and the consummation performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the Transactions: terms hereof and thereof will not, (i) conflict with the Restated Certificate of Incorporation or violate Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of such Regency Entity’s Organizational Documents; the Division Entities; (ii) constitute a subject to receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, violate or conflict with, in each case in any material respect, any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to the receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, result in any material violation of or material breach or default under (or an event that with notice or lapse of time or both would result in a material violation of or a material breach or default under), or result in or give rise to a default) under, give rise to any right of termination, cancellationcancellation or acceleration, amendment or acceleration (with or without noticeresult in the creation, lapse of time or both) under any Lien upon, any of the terms, conditions material properties or provisions assets of the Company or any contract, note, bond, mortgage, indenture, license, agreement of the Division Entities under any Material Contract (as hereinafter defined) or other instrument or obligation Permit (as hereinafter defined) to which such Regency Entity Seller, the Company or RIGS 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 is boundbound or subject, except to except, in the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability case of such Person to perform its obligations under the Transaction Documents; (ii) and (iii) violate above, for any such conflict, violation, breach, default, right of termination or breach in any material respects any Law applicable cancellation which arises from or relates to such Regency Entity the legal or RIGS; or (iv) constitute an event which, after notice regulatory status of Buyer or lapse the nature of time Buyer’s businesses or both, would result its participation in the creation of an Encumbrance on any of the Assets or RIGS Intereststransactions contemplated hereby. (b) No declarationSet 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 or registration (each, a “Filing”) with, any court, administrative agency or notice tocommission or other governmental entity, authority or authorizationinstrumentality, consent domestic or approval offoreign (a “Governmental Entity”), any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type. (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the conduct of the Business is necessary for required to be obtained or made by or with respect to Seller or the Division in connection with the execution and delivery of this Agreement or the Ancillary Agreements, or the consummation by any Regency Entity Seller of the Transactions transactions contemplated hereby and thereby, other than (A) compliance with and Filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (B) compliance with and Filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) Consent of any third party required to be obtained or made by or with respect to Seller or the Transaction DocumentsDivision in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the consummation by Seller of the transactions contemplated hereby and thereby, other than such consents Consents, the failure of which to obtain would not, individually or approvals that have been or will in the aggregate, reasonably be obtained prior expected to the Closing and other than, with respect to such other Contracts (but not the result in a Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this typeAdverse Effect.