Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by Parent.

No Violation; Consents. (a) Neither Except as set forth on Schedule 2.3, neither the execution and delivery by Parent and MergerCo of this AgreementAgreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance by Parent of this Agreement or the other Documents and MergerCo of their obligations hereunder such other agreements in accordance compliance with the terms hereofand conditions hereof and thereof by the Seller will (i) violate, nor conflict with or result in any breach of any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, order, statute or regulation applicable to the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereofSeller, will (ii) violate, conflict with or result in a breach breach, default or termination or give rise to any right of termination, cancellation or acceleration of the maturity of any provisions payment date of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties obligations of Parent underthe Seller or increase or otherwise affect the obligations of the Seller under any law, rule, regulation or result in being declared voidany judgment, voidable decree, order, governmental permit, license or without further binding effect, order or any of the terms, conditions or provisions of (a) any mortgage, indenture, note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment instrument or obligation related to the Seller or to the Seller's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which Parent is a partyrequisite waivers or consents have been obtained in writing and provided to the Buyer, (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, (iv) result in the creation of any Claims upon the Transferred Assets, or by which Parent (v) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau or instrumentality, or public or self-regulatory body or authority or of its properties is boundany other Person, existing on the date hereofentity or organization. Other than the Regulatory FilingsThe Seller will give any required notices to third parties, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo Seller and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure Stockholders will each use their best efforts to obtain one any third party consents that Buyer may request in connection with the matters pertaining to the Seller or more consents, approvals Stockholders disclosed or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not required to be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of disclosed by this Agreement by ParentAgreement.

No Violation; Consents. (a) Neither the execution The execution, delivery and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance Issuer of this Agreement and the Amended and Restated Stockholders Agreement, compliance by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance Issuer with the respective terms and provisions hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo thereof and the consummation of the Transactions do nottransactions contemplated hereby and thereby (i) will not contravene any applicable provision of any law, require statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality to which the Issuer is bound except where such violation would not have a material adverse effect on the business, operations, prospects, properties or condition (financial or otherwise) of the Issuer and its Subsidiaries taken as a whole, (ii) except as disclosed on Schedule 3.5, will not conflict with or constitute a default under, or give rise to any right of termination or acceleration under, any indenture, loan agreement, contract, lease or other agreement, to which the Issuer or any Subsidiary is a party or by which they or any of their property or assets are bound or to which they may be subject, except where such conflict, default, termination or acceleration would not have a material adverse effect on the business, operations, prospects, properties or condition (financial or otherwise) of the Issuer and its Subsidiaries, taken as a whole, and except for the amendment to the Stockholders Agreement to be reflected in the Amended and Restated Stockholders Agreement, and (iii) will not violate any provision of the certificate of incorporation or by-laws of the Issuer or any of its Subsidiaries. Except for (A) registrations, filings and approvals under Federal or state securities laws or with any applicable national securities exchanges that will be required in connection with the performance of Article II of this Agreement, (B) filings required under the HSR Act and (C) consents, authorizations, orders, filings, or registrations the failure of which to obtain or make would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement and the Amended and Restated Stockholders Agreement or the ability of the Issuer to perform its obligations hereunder and thereunder, no consent, approval authorization or authorization order of, or declaration, filing or registration with, any court or governmental or regulatory authorityagency is required for the execution, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the delivery and performance of this Agreement by Parentor the Amended and Restated Stockholders Agreement.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 4.5(a) of the Parent Company Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCoSchedule, the execution and the delivery of this Merger Agreement by the Parent Company does not, and MergerCo the execution and delivery of this Agreementthe other Transaction Documents to which it is, the performance by Parent and MergerCo of their obligations hereunder or is specified to be, a party, will not, and the consummation by Parent and MergerCo of the Transactions in accordance transactions contemplated by this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party, and compliance with the terms hereof provisions of this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party, will not (either alone or in conjunction with any other transaction contemplated by this Merger Agreement and the other Transaction Documents) (i) (assuming compliance with the matters referred to in Section 4.5(b) below) materially violate, materially conflict with or require any notice, filing, consent, waiver or approval under any Law or material Permit applicable to the Company or its Subsidiaries or the Business, (ii) violate any provision of the certificate of incorporation or by-laws, as amended, of the Company or any of its Subsidiaries, or (iii) materially violate, materially conflict with, or result in a material breach of any provision ofof or the loss of any material benefit under, or constitute a material default (or an event which, with or without notice or lapse of time time, or both, would constitute a material default) under, or result in the termination of or in a right of termination or cancellation ofunder, accelerate or accelerate result in a right of acceleration of the performance required by, result in the creation of any material liability or obligation of the Company or any of its Subsidiaries (other than the obligations expressly contemplated by this Merger Agreement and the other Transaction Documents), result in the creation of any Lien upon the Company Stock or any Lien upon any material properties, Contracts or assets of the properties of Parent Company (other than Permitted Liens) under, or result in being declared voidrequire any notice, voidable approval, waiver or without further binding effectconsent under, any of the terms, conditions or provisions of (a) any material note, bond, mortgage, indenture or indenture, deed of trust existing on the date hereof or (b) any trust, license, franchise, permit, lease, contractagreement, agreement Contract or other instrument, commitment material instrument or obligation to which Parent the Company or any of its Subsidiaries is a party, or by which Parent the Company or any of its Subsidiaries or any of their respective properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, assets may be bound or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by Parentaffected.

No Violation; Consents. Assuming the making of all notifications and filings that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (athe “HSR Act”) Neither or any foreign antitrust, merger control, or competition law (collectively with the execution and delivery by Parent and MergerCo of HSR Act, the “Antitrust Laws”) in connection with the transactions described in this Agreement, nor and the performance by Parent and MergerCo receipt of their obligations hereunder any required clearances, approvals, authorizations, or waiting period expirations or terminations as may be required under any Antitrust Law in accordance connection with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions transactions ***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. described in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCothe other transaction documents do not, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, : (i) violate any Governmental Rule applicable to each Seller or the Purchased Assets or the transactions contemplated hereby; (ii) result in the creation or imposition of any Encumbrance upon any Purchased Asset other than Permitted Encumbrances; (iii) require any approval, authorization, consent, approval or authorization oflicense, or declarationexemption, filing or registration with, with any governmental or regulatory authorityPerson, except where the failure to obtain one or more for such approvals, authorizations, consents, approvals or authorizations oflicenses, or declarationsexemptions, filings or registrations withwhich shall be obtained or made prior to or at the Closing or as otherwise contemplated herein; (iv) conflict with or violate any provisions of the certificate of formation, shareholder agreement or other organizational documents of each Seller; (v) result in the breach of, or a default under any governmental (A) Assigned Contract or regulatory authorities(B) any other Contract which each Seller is a party, or (vi) result in the breach of, or a default under any order, writ, injunction, judgment or decree to which each Seller is bound or subject, except for, with respect to clauses (v)(B) and (vi) hereof, such breaches or defaults which would not reasonably be expected to have, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentEffect.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this AgreementAmendment or the Loan Agreement Amendment, nor the performance by Parent and MergerCo of their respective obligations hereunder or under the Merger Agreement in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereofhereof or thereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule attached to the Original Merger Agreement or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this AgreementAmendment and the Loan Agreement Amendment, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof of the Merger Agreement will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's ’s representation and warranty contained in Section 4.27 hereofof the Original Merger Agreement, the execution and delivery of this Agreement Amendment by Parent and MergerCo, the performance of this the Merger Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this the Merger Agreement by Parent.

No Violation; Consents. (a) Neither the execution The execution, delivery and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance Loral of this Agreement by and the Parent Amended and MergerCo, the execution and delivery by the Parent and MergerCo of this Restated Stockholders Agreement, the performance compliance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance Loral with the respective terms and provisions hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo thereof and the consummation of the Transactions do nottransactions contemplated hereby and thereby (i) will not contravene any applicable provision of any law, require statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality to which Loral is bound except where such violation would not have a material adverse effect on its business, operations, prospects, properties or condition (financial or otherwise), (ii) will not conflict with or constitute a default under, or give rise to any right of termination or acceleration under, any indenture, loan agreement, contract, lease or other agreement, to which Loral is a party or by which it or any of its property or assets are bound or to which it may be subject, except where such conflict, default, termination or acceleration would not have a material adverse effect on its business, operations, prospects, properties or condition (financial or otherwise), and (iii) will not violate any provision of its certificate of incorporation or by-laws. Except for (A) registrations, filings and approvals under Federal or state securities laws or with any applicable national securities exchanges that will be required in connection with the performance of Article II of this Agreement, (B) filings required under the HSR Act and (C) consents, authorizations, orders, filings, or registrations the failure of which to obtain or make would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement and the Amended and Restated Stockholders Agreement or the ability of Loral to perform its obligations hereunder and thereunder, no consent, approval authorization or authorization order of, or declaration, filing or registration with, any court or governmental or regulatory authorityagency is required for the execution, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the delivery and performance of this Agreement by Parentor the Amended and Restated Stockholders Agreement.

No Violation; Consents. (a) Neither Except as set forth in Section 6.4 of the Parent Disclosure Schedule, neither the execution and delivery by Parent and MergerCo of this Agreement, Agreement nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Amended and Restated Certificate of Incorporation of Parent, as amended (the "PARENT CHARTER") or the Amended and Restated Bylaws of Parent Bylaws("PARENT BYLAWS"). Except as set forth in Section 5.4 6.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCoSchedule, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent Agreement and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (ax) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (by) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a partyparty which is material to the Parent, or by which Parent or any of its their properties is bound, existing on the date hereof. Other than filings provided for under the Regulatory FilingsHSR Act (if applicable), the Exchange Act, the Securities Act and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof"blue sky" laws, the execution and delivery of this Agreement by Parent does not, and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one any such consent, approval or more consents, approvals or authorizations authorization of, or declarationsdeclaration, filings filing or registrations registration with, any governmental or regulatory authorities, individually or in the aggregate, authority would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentEffect.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of on SCHEDULE 4.3, the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the execution, ---------------------- delivery and performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation Seller Ancillary Agreements by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violateSeller do not, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not: (a) violate any law, judgement, order, decree, injunction, demand, assessment, statute, ordinance, rule or regulation ("Governmental Rule") that is applicable; (b) conflict with any provision of Seller's Certificate of Incorporation or Bylaws; (c) with respect to the assignment or transfer of any Acquired Contract, require (i) any registration, filing, authorization, application, notice, consent, approval, or waiver or (ii) the payment of any compensation to any licensor under a License Agreement or to any other Person not party to this Agreement ((i) and (ii) collectively, the "Required Contract Consents"); (d) with respect to any Permit, require any registration, filing, authorization, application, notice, consent, approval approval, order, qualification or authorization ofwaiver (collectively, the "Required Permit Consents"); or (e) otherwise require any registration, filing, authorization, application, notice, consent, approval, or declarationwaiver. There is no proceeding pending or, filing to the knowledge of Seller, threatened against Seller or registration with, any governmental of its Affiliates at law or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations ofin equity, or declarationsbefore any Governmental Entity, filings or registrations withwhich might prohibit, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent interfere with or delay Seller's ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements. Seller shall be able to fully satisfy its duties and obligations with respect to Required Consent Contracts and Required Consent Permits set forth in SECTION 2.5. SCHEDULE 4.3 also describes any request or demand for the payment of compensation (including the sum involved) for the transfer or assignment of a Contract pursuant to this Agreement of which Seller has actual knowledge on or prior to the Closing or the performance of this Agreement by ParentDate.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 5.4(a) of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCoSchedule, the execution and the delivery of this Merger Agreement by the each of Parent and MergerCo Merger Sub does not, and the execution and delivery of this Agreementthe other Transaction Documents to which it is, the performance by Parent and MergerCo of their obligations hereunder or is specified to be, a party, will not, and the consummation by Parent and MergerCo of the Transactions in accordance transactions contemplated by this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party, and compliance with the terms hereof provisions of this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party, will not (either alone or in conjunction with any other transaction contemplated by this Merger Agreement and the other Transaction Documents) (i) (assuming compliance with the matters referred to in Section 5.4(b) below) materially violate, materially conflict with or require any notice, filing, consent, waiver or approval under any Law or material Permit applicable to Parent or Merger Sub or their respective businesses, (ii) violate any provision of Parent’s or Merger Sub’s certificate of incorporation or by-laws, as amended, or (iii) materially violate, materially conflict with, or result in a material breach of any provision ofof or the loss of any material benefit under, or constitute a material default (or an event which, with or without notice or lapse of time time, or both, would constitute a material default) under, or result in the termination of or in a right of termination or cancellation ofunder, accelerate or accelerate result in a right of acceleration of the performance required by, result in the creation of any material liability or obligation of Parent or any of its Subsidiaries (other than the obligations expressly contemplated by this Merger Agreement and the other Transaction Documents), result in the creation of any Lien upon the capital stock or any of the properties material properties, Contracts or assets of Parent under, or result in being declared voidrequire any notice, voidable approval, waiver or without further binding effectconsent under, any of the terms, conditions or provisions of (a) any material note, bond, mortgage, indenture or indenture, deed of trust existing on the date hereof or (b) any trust, license, franchise, permit, lease, contractagreement, agreement Contract or other instrument, commitment material instrument or 54 obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, assets may be bound or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by Parentaffected.

No Violation; Consents. (a) Neither Except as set forth in Section 6.6(a) of Parent Disclosure Schedule, neither the execution and delivery by Parent and MergerCo of this Agreement, Agreement nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent BylawsByLaws or any comparable organizational documents of any Parent Subsidiary. Except as set forth in Section 5.4 6.6(a) of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCoSchedule, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent Agreement and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in (x) a breach violation of any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected or (y) any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contract to which Parent or any of Parent Subsidiaries is a party, or by which Parent or any of its the Parent Subsidiaries or any of their properties is bound, existing on except as would not, individually or in the date hereofaggregate, reasonably be expected to have a Parent Material Adverse Effect. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent does not, and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityGovernmental Entity, except where the failure to obtain one any such consent, approval or more consents, approvals or authorizations authorization of, or declarationsdeclaration, filings filing or registrations registration with, any governmental or regulatory authoritiesauthority would not, individually or in the aggregate, would not reasonably be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentEffect.

No Violation; Consents. (a) Neither the execution The execution, delivery and delivery performance by IDT Parent and MergerCo IDT Subsidiary of this Agreement, nor and by IDT Parent of the performance by Parent Registration Rights Agreement, and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by IDT Parent and MergerCo IDT Subsidiary of the Transactions transactions contemplated hereby and thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in accordance with the terms hereofaggregate, reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially burden or materially impair the ability of IDT Parent or IDT Subsidiary to perform its obligations under this Agreement or, in the case of IDT Parent, the Registration Rights Agreement. The execution, delivery and performance by each of IDT Parent and IDT Subsidiary of this Agreement and, in the case of IDT Parent, the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (i) will conflict with or not (A) violate, result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute cancellation or acceleration) under any Contract to which IDT Parent or IDT Subsidiary is a default) underparty or by which its respective assets is subject, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or (B) result in the creation or imposition of any Lien upon any of the properties assets of IDT Parent underor IDT Subsidiary, and (ii) will not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of IDT Parent, or result the Certificate of Formation or Limited Liability Company Agreement of IDT Subsidiary, each as in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing effect on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentDate.

No Violation; Consents. (a) Neither Assuming the execution making or receipt of all filings, notices, registrations, consents, approvals, permits and delivery by Parent authorizations described in the following paragraph and MergerCo of this Agreement, nor any required Stockholder Approval and that the performance by Parent Investors' representations in Article IV are true and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCocorrect, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder TOPR Documents and the consummation by Parent Registration Rights Agreement, the execution and MergerCo filing of a Certificate of Trust of the Transactions in accordance Trust or the Series C Certificate of Designation, as the case may be, by the Company, the issuance of the Exchange Securities hereunder or as a dividend on the Exchange Securities and the Common Stock issuable upon conversion of the Exchange Securities by the Company, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement, by the TOPR Documents or the Series C Certificate of Designation, as the case may be, and the compliance by the Company with any of the terms provisions hereof or thereof will not violate, or (i) conflict with, violate or result in a any breach of any provision the Certificate of Incorporation, by-laws or other charter documents of the Company, (ii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any Lien upon on or against any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, the Company pursuant to any of the terms, terms or conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any indenture, license, franchise, permit, lease, contract, agreement or other instrument, commitment instrument or obligation to which Parent the Company is a party, party or by which Parent any of them or any of its their properties is or assets may be bound, existing or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Authority, binding on the date hereof. Other than Company or any of their properties or assets, excluding from the Regulatory Filingsforegoing clauses (i) and (ii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authoritiesLiens which, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to Effect, would not prevent or materially delay consummation of the Closing transactions contemplated hereby and would not affect the validity of the issuance of the Exchange Securities or of the performance Common Stock issuable upon conversion of this Agreement by Parentthe Exchange Securities.

No Violation; Consents. (a) Neither Except as set forth in Section 6.6(a) of Parent Disclosure Schedule, neither the execution and delivery by Parent and MergerCo of this Agreement, Agreement nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of 33 the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent BylawsByLaws or any comparable organizational documents of any Parent Subsidiary. Except as set forth in Section 5.4 6.6(a) of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCoSchedule, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent Agreement and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in (x) a breach violation of any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected or (y) any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contract to which Parent or any of Parent Subsidiaries is a party, or by which Parent or any of its the Parent Subsidiaries or any of their properties is bound, existing on except as would not, individually or in the date hereofaggregate, reasonably be expected to have a Parent Material Adverse Effect. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent does not, and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityGovernmental Entity, except where the failure to obtain one any such consent, approval or more consents, approvals or authorizations authorization of, or declarationsdeclaration, filings filing or registrations registration with, any governmental or regulatory authoritiesauthority would not, individually or in the aggregate, would not reasonably be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentEffect.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this AgreementAmendment or the Loan Agreement Amendment, nor the performance by Parent and MergerCo of their respective obligations hereunder or under the Merger Agreement in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereofhereof or thereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule attached to the Original Merger Agreement or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this AgreementAmendment and the Loan Agreement Amendment, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof of the Merger Agreement will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereofof the Original Merger Agreement, the execution and delivery of this Agreement Amendment by Parent and MergerCo, the performance of this the Merger Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this the Merger Agreement by Parent.

No Violation; Consents. Assuming the making of all notifications and filings that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (athe “HSR Act”) Neither or any foreign antitrust, merger control, or competition law (collectively with the execution and delivery by Parent and MergerCo of HSR Act, the “Antitrust Laws”) in connection with the transactions described in this Agreement, nor and the performance by Parent and MergerCo receipt of their obligations hereunder any required clearances, approvals, authorizations, or waiting period expirations or terminations as may be required under any Antitrust Law in accordance connection with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions transactions described in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, or by which Parent or any of its properties is bound, existing on the date hereof. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of this Agreement by Parent and MergerCothe other transaction documents do not, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, : (i) violate any Governmental Rule applicable to each Seller or the Purchased Assets or the transactions contemplated hereby; (ii) result in the creation or imposition of any Encumbrance upon any Purchased Asset other than Permitted Encumbrances; (iii) require any approval, authorization, consent, approval or authorization oflicense, or declarationexemption, filing or registration with, with any governmental or regulatory authorityPerson, except where the failure to obtain one or more for such approvals, authorizations, consents, approvals or authorizations oflicenses, or declarationsexemptions, filings or registrations withwhich shall be obtained or made prior to or at the Closing or as otherwise contemplated herein; (iv) conflict with or violate any provisions of the certificate of formation, shareholder agreement or other organizational documents of each Seller; (v) result in the breach of, or a default under any governmental (A) ***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Assigned Contract or regulatory authorities(B) any other Contract which each Seller is a party, or (vi) result in the breach of, or a default under any order, writ, injunction, judgment or decree to which each Seller is bound or subject, except for, with respect to clauses (v)(B) and (vi) hereof, such breaches or defaults which would not reasonably be expected to have, individually or in the aggregate, would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentEffect.

No Violation; Consents. (a) Neither Except as set forth in Section 6.4 of the Parent Disclosure Schedule, neither the execution and delivery by Parent and MergerCo of this Agreement, Agreement nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth in Section 5.4 6.4 of the Parent Disclosure Schedule or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCoSchedule, the execution and delivery by the Parent and MergerCo of this Agreement, the performance by Parent Agreement and MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties of Parent or the Material Parent Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent or any of the Parent Subsidiaries is a party, or by which Parent or any of its the Material Parent Subsidiaries or any of their properties is bound, existing on the date hereofexcept as otherwise would not have a Parent Material Adverse Effect. Other than the Regulatory Filings, and based upon the accuracy of the Company's representation and warranty contained in Section 4.27 5.28 hereof, the execution and delivery of this Agreement by Parent does not, and MergerCo, the performance of this Agreement by Parent and MergerCo and the consummation of the Transactions do does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one any such consent, approval or more consents, approvals or authorizations authorization of, or declarationsdeclaration, filings filing or registrations registration with, any governmental or regulatory authorities, individually or in the aggregate, authority would not be reasonably expected either to have a Parent Material Adverse Effect or to prevent or delay the Closing or the performance of this Agreement by ParentEffect.