Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and the Company does not, and the consummation by Parent and the Company of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiaries, (ii) constitute a breach or violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Company Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated hereby.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 3.5 have been obtained or taken prior to the Parent Disclosure LetterEffective Time, the execution and delivery of this Agreement by each of Parent and the Company does do not, and the consummation by Parent and the Company of the transactions contemplated hereby will not not, (i) violate or conflict with or violate any provision of the certificate organizational documents of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company SubsidiariesSubsidiary, (ii) constitute assuming the governmental filings, approvals, consents and authorizations referred to in Section 3.5(b) are duly and timely made or obtained and that the Company Stockholder Approval in accordance with the DGCL is duly obtained, violate or conflict with any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, writ, judgment or decree of any court or other competent authority, or (iii) result in a breach or violation of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent underresult in the termination of, or give rise to accelerate the performance required by, result in a right of termination, cancellation, creation termination or acceleration under, require any offer to purchase or any prepayment of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, debt or result in the creation of any Lien liens, pledges, security interests, claims or encumbrances (“Liens”) upon any of the properties properties, or assets of the Company or any of the Company Subsidiaries underunder any of the terms, conditions or provisions of any indenturecontract or agreement or any bank loan, mortgage, deed of trust, loan indenture or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit in each case to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their propertiesparty, except, in the case of clause (ii) and (iii)) above, for such conflictsviolations, defaults, breaches, violationsaccelerations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, other occurrences that have not had, and could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated filing and recordation of appropriate merger documents as required by this Agreement pursuant the DGCL or applicable law of other states in which the Company is qualified to do business, (ii) the laws applicable requirements of (A) the State Securities Act of Delaware1933 (including the rules and regulations thereunder, the Parent’s Certificate of Incorporation“Securities Act”), the requirements of the Securities Exchange Act of 1934 (including the rules and regulations thereunder, the “Exchange Act”) and any other applicable U.S. state or federal securities laws laws, and (B) the laws of the State of NevadaNASDAQ, (iiiii) filings, notices, and approvals required by any Governmental Authority, including the U.S. Federal Communications Commission or any successor agency thereto (the “FCC”) pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 47 U.S.C. §§ 151. et. seq., as set forth on Schedule 3.5 and by the state public utility commissions or foreign regulatory authorities as set forth on Schedule 3.5, and (iv) such other authorizations, consents, approvals or filings under any Environmental Laws relating the failure of which to obtain or make would not, individually or in the transfer aggregate, have a Company Material Adverse Effect or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) prevent or materially delay consummation of the Parent Disclosure LetterMerger, or otherwise prevent the Company from performing its obligations under this Agreement, no other consentauthorization, consent or approval of or authorization of, or registration with, filing with any Governmental Entity or any third party Authority is required to be obtained or made by Parent or the Company or any Company Subsidiary for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated herebyMerger. No authorization, consent or approval of any nongovernmental third party is required to be obtained by the Company or any Company Subsidiary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger, except where failure to obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation; Consents. The execution, delivery and performance of this Agreement or the other documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) Except as set forth on Section 2.4(awill not violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Parent Disclosure LetterXxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the execution and delivery “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of this Agreement by each any statutory waiting period of Parent and any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the Company does notconsents, and providing the consummation by Parent and the Company notices, described in Section 4.3 of the transactions contemplated hereby Seller Disclosure Schedule, will not (i) violate or conflict with with, or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiaries, (ii) constitute a breach or violation of, a default (or an event whichthat, with notice or lapse of time time, or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any Lien upon any of the properties assets (including the Acquired Assets) of, Sellers or assets of the Company Shareholders or any of the Company Subsidiaries their Affiliates under, any indentureterm or provision of the charter, mortgage, deed bylaws or similar organizational documents of trust, loan such Sellers or credit agreement, note, bond, lease of any Contract or other agreement, restriction of any kind or character (including any Company Material Contract, instrument or Permit anything that would constitute and Assumed Liability) to which Parent, the Company any Seller or Shareholder or any Company Subsidiary of their Affiliates is a party or by which any of them Seller or Shareholder or any of their respective Affiliates, assets or properties are may be bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectaffected. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated hereby.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 4.5 have been obtained or taken prior to the Parent Disclosure LetterEffective Time, the execution and delivery of this Agreement by each of Parent and the Company does do not, and the consummation by Parent and the Company of the transactions contemplated hereby will not not, (i) violate or conflict with or violate any provision of the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of the Parent or any of the Company SubsidiariesParent Subsidiary, (ii) constitute assuming the governmental filings, approvals, consents and authorizations referred to in Section 4.5(b) are duly and timely made or obtained and that the Parent Stockholder Approval in accordance with the DGCL is duly obtained, violate or conflict with any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, writ, judgment or decree of any court or other competent authority, or (iii) result in a breach or violation of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent underresult in the termination of, or give rise to accelerate the performance required by, result in a right of termination, cancellation, creation termination or acceleration under, require any offer to purchase or any prepayment of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, debt or result in the creation of any Lien Liens upon any of the properties properties, or assets of the Company Parent or any of the Company Parent Subsidiaries underunder any of the terms, conditions or provisions of any indenturecontract or agreement or any bank loan, mortgage, deed of trust, loan indenture or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit in each case to which Parent, the Company Parent or any Company Parent Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their propertiesparty, except, in the case of clause (ii) and (iii)) above, for such conflictsviolations, defaults, breaches, violationsaccelerations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, other occurrences that have not had, and could not reasonably be expected to havewould not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Except for (i) obtaining the filing and recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which Parent Required Votes approving transactions contemplated by this Agreement pursuant or Merger Sub is qualified to do business, (ii) the laws applicable requirements of (A) the State of DelawareSecurities Act, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws laws, and (B) the laws of NASDAQ (in connection with the State of Nevadaproposed listing as contemplated by Section 6.14), (iiiii) filings, notices, and approvals required by any Governmental Authority, including the FCC pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 47 U.S.C. §§ 151. et. seq., as set forth on Schedule 4.5 and by the state public utility commissions or foreign regulatory authorities as set forth on Schedule 4.5, and (iv) such other authorizations, consents, approvals or filings under any Environmental Laws relating the failure of which to obtain or make would not, individually or in the transfer aggregate, have a Parent Material Adverse Effect or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) prevent or materially delay consummation of the Merger, or otherwise prevent Parent Disclosure Letteror Merger Sub from performing its obligations under this Agreement, no other consentauthorization, consent or approval of or authorization of, or registration with, filing with any Governmental Entity or any third party Authority is required to be obtained or made by Parent or the Company any Parent Subsidiary for the execution and delivery by Parent and the Company or Merger Sub of this Agreement or the consummation by Parent or the Company Merger Sub of the transactions contemplated herebyMerger. No authorization, consent or approval of any nongovernmental third party is required to be obtained by Parent or any Parent Subsidiary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the Merger, except where failure to obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and the Company does Transaction Documents by Purchaser do not, and the consummation by Parent and the Company of the transactions contemplated hereby Transactions and compliance with the provisions hereof by Purchaser will not (i) conflict with with, or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of result in any of the Company Subsidiaries, (ii) constitute a breach or violation of, a or default (with or an event which, with without notice or lapse of time time, or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellationmodification, creation cancellation or acceleration of any obligation, payment of any consent or similar fee, obligation or to the loss of any a benefit under, or result in the creation of any Lien Claim upon any of the properties or assets of the Company Purchaser or any of its Subsidiaries under any provision of (A) the Company Subsidiaries underOrganizational Documents of the Purchaser, (B) any indenture, mortgage, deed of trust, material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, including any Company Material Contract, instrument or Permit agreement applicable to which Parent, the Company or any Company Subsidiary is a party or by which any of them Purchaser or any of their respective properties are bound its subsidiaries or subject(C) assuming the consents, (iii) (assuming that the consents approvals, authorizations, permits, filings and approvals referred to in Section 2.4(b) notifications are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any ordermade, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign governmentother governmental law or ordinance, or any courtorder, administrativewrit, regulatory injunction, decree, rule or regulation of any court or other governmental agencyGovernmental Authority applicable to the Purchaser, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their properties, exceptother than, in the case of clause (iiB) and or (iiiC), for any such conflicts, breaches, violations, consent requirementsdefaults, terminationsrights, obligationsClaims, feesdetriments, loss of benefitslaws or orders that, defaults individually or Liensin the aggregate, that have not had, had and could not reasonably be expected to have(x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, individually or (y) delay in any material respect or prevent the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining consummation of any of the Parent Required Votes approving transactions contemplated Transactions. No approval from any Governmental Authority is required by this Agreement pursuant or with respect to the laws Purchaser or any of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits its Subsidiaries in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement by Purchaser or the consummation by Parent or the Company Purchaser of the transactions contemplated herebyTransactions.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) in Schedule 3.5, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Parent Disclosure Letter, the execution Guarantee Documents to which each is a party and delivery of this Agreement compliance by Holding and each of Parent and its Subsidiaries party thereto with the Company does not, terms thereof and the consummation by Parent and the Company of the transactions contemplated hereby by the Guarantee Documents will not (i) conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiaries, (ii) constitute a breach or violation of, a default (or an event which, with without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, would or constitute such a default) default under, require consent under, or cause or give rise to a right of termination, cancellation, creation the acceleration or acceleration increase of any obligation, payment of benefits or any consent or similar fee, or to the loss of any benefit undertermination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any of the properties property or assets of the Company Holding or any of the Company its Subsidiaries underpursuant to, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease agreement or other agreementagreement or instrument, including any Company Material Contractlease or employment agreement, instrument or Permit any Permit, to which Parent, the Company Holding or any Company Subsidiary of its Subsidiaries is a party or by which any of them Holding or any of their respective properties are its Subsidiaries is bound or to which any of the property or assets of Holding or any of its Subsidiaries is subject, (iiiii) (assuming that result in any violation of the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that provisions of the adoption charter or bye-laws or similar organizational documents of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company Holding or any of its Subsidiaries or (iii) result in the Company violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties, except, in the case of clause (ii) properties or assets; and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval approval, authorization or authorization order of, or filing or registration with, or notification of, any Governmental Entity such court or arbitrator or governmental agency or body under any third party such statute, judgment, order, decree, rule or regulation is required to be obtained or made by Parent or the Company for the execution execution, delivery and delivery performance by Parent Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated herebyby the Guarantee Documents.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) for compliance with the Securities Exchange Act of 1934 (the "Exchange Act"), neither the execution, delivery and performance by RISCORP of this Agreement, the filing of the Parent Disclosure LetterArticles of Merger with the Secretary of State for the State of Florida, the execution and delivery of this Agreement by each of Parent and the Company does not, and the consummation by Parent and the Company RISCORP of the transactions contemplated hereby will not hereby, nor compliance by RISCORP with any of the provisions hereof, will: (i) violate, conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents with, result in a breach of any of the Company Subsidiaries, (ii) constitute a breach or violation provision of, constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute such a default) under, require consent underresult in the termination of, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to accelerate the loss of any benefit underperformance required by, or result in a right of termination or acceleration, or the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or RISCORP, under any of the Company Subsidiaries underterms, conditions or provisions of, (x) RISCORP's Articles of Incorporation or Bylaws, (y) the articles of incorporation, certificate of incorporation, bylaws or any indenturesimilar organizational document of any Insurance Subsidiary, mortgage, deed of trust, loan or credit agreement, (z) any note, bond, lease mortgage, indenture or other agreement, including any Company Material Contract, instrument or Permit Contract (as hereinafter defined) to which Parent, the Company RISCORP or any Company RISCORP Subsidiary is a party party, or by which RISCORP or any RISCORP Subsidiary may be bound, or to which RISCORP or any RISCORP Subsidiary or the properties or assets of any of them may be subject; or (ii) subject to compliance with the statutes and regulations referred to in Section 3.4(b), violate any valid and enforceable judgment, ruling, order, award, writ, injunction, decree, or any statute, rule or regulation applicable to RISCORP or any RISCORP Subsidiary or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectassets. (b) Except for (i) obtaining compliance with the Parent Required Votes approving Exchange Act, (ii) notices, filings, authorizations, exemptions, consents or approvals, the failure of which to give or obtain would not, individually or in the aggregate, have a Material Adverse Effect on RISCORP, (iii) the filing of the Articles of Merger with the Secretary of State of Florida, and (iv) the filing of the notices with or the consents obtained from the state insurance commissioners of Florida and Missouri or other regulatory authorities set forth in the RISCORP Disclosure Letter and the surrender of certificates of authority or insurance licenses in those states in which such surrender has not been accomplished prior to or at Closing, no notice to, filing with, authorization of, exemption by, or consent or approval of, any governmental authority or other regulatory body is necessary for the consummation by RISCORP of the transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated herebyAgreement.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of The execution, delivery and performance by the Parent Disclosure Letter, the execution and delivery Company of this Agreement by each of Parent and the Company does not, other Transaction Documents and the consummation by Parent and the Company of the transactions contemplated hereby and thereby to be performed by the Company do not and will not (i) assuming that all consents, approvals, authorizations and other actions described in Section 2.4(b) have been obtained and all filings and obligations described in Section 2.4(b) have been made, conflict with with, violate or violate contravene the certificate applicable provisions of incorporation and bylaws any Law of Parent any court or any federal or state government or political subdivision thereof or any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the Company or the comparable organizational documents of any of the Company Subsidiariesits Subsidiaries or any of its or their respective assets is bound, (ii) constitute violate, result in a breach of or violation of, a default constitute (or an event which, with due notice or lapse of time or both, would constitute such ) a default) under, require consent default or give rise to an event of acceleration under, or give rise to a others any right of termination, cancellation, creation amendment or acceleration of any obligation, payment of any consent or similar feecancellation of, or give to the loss of others a right to require any benefit payment to be made under, any contract, lease, license, permit, loan or credit agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it or any of its Subsidiaries is bound or to which any of their respective assets is subject, nor result in the creation or imposition of any Lien Lien, security interest, charge or encumbrance of any kind upon any of the properties assets or assets capital stock of the Company or any of the Company Subsidiaries underits Subsidiaries, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) provision of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Organizational Documents of the Company or any of the Company Subsidiaries or any of their propertiesits Subsidiaries, except, except in the case of clause each of clauses (i) and (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that above as would not have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other No consent, approval approval, authorization or authorization order of, or filing or registration with, any Governmental Entity Authority or any third party other Person is required to be obtained or made by Parent or the Company for the execution execution, delivery and delivery by Parent and the Company performance of this Agreement and the other Transaction Documents or the consummation by Parent or the Company of any of the transactions contemplated herebyhereby or thereby, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act and state securities or “blue sky” laws, for any filings required to be made under the rules and regulations of the NYSE MKT and the Toronto Stock Exchange and for the Stockholder Approval, and (ii) where the failure to obtain such consent, approval, authorization or order or to make such filing or registration would not have a Material Adverse Effect.

No Violation; Consents. (a) Except as set forth Subject to receiving the consents or waivers referred to on Schedule 4.3(a) and the consents referred to in Section 2.4(a) of the Parent Disclosure Letter4.3(b), the execution and delivery by Sellers of this Agreement by each of Parent and the Company does not, Transaction Documents to which each Seller is a party and the consummation by Parent and the Company of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the certificate of incorporation and bylaws of Parent incorporation, bylaws, limited liability company agreement or the Company or the comparable other similar organizational documents of any of the Company SubsidiariesSellers or any Transfer Group Company, (ii) conflict with, require the consent of a third party under, violate, require or accelerate the time of any payment by any Transfer Group Company to any Person under, result in the breach of, constitute a breach or violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a any right of terminationacceleration, cancellation, creation cancellation or acceleration termination of any obligation, payment material right or obligation of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Sellers or any of the Transfer Group Company Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease material agreement or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company Seller or any Transfer Group Company Subsidiary is a party or by which Sellers or any of them Transfer Group Company or any of their respective properties or assets are bound, (iii) subject to the entry of the Approval Order, violate any Order of any Governmental Authority to which Sellers or any Transfer Group Company is bound or subject, (iiiiv) (assuming that subject to the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that entry of the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or Approval Order, violate any Applicable Law or any order(v) except as provided in this Agreement, judgment, decree result in the imposition or injunction (each, an “Order”) creation of any federalLien upon the Equity Interest, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiaries or any of their properties, exceptthan, in the case of clause clauses (ii) and through (iiiv), any conflict, violation, breach, default, requirement for such conflictsconsents, breachesrights of acceleration, violationscancellation, consent requirements, terminations, obligations, fees, loss of benefits, defaults termination or Liens, Lien that have not had, and could would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect. (b) Except as set xxxxx xx Xxxxxule 4.3(b) and except for (i) obtaining any filings required under the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange HSR Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizationssuch filings with, consentsand Orders of, approvals or filings the FCC as may be required under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, Communications Act and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) entry of the Parent Disclosure LetterApproval Order, the entry of the Bidding Procedures Order, no other consent, approval Order or authorization ofPermit issued by, or registration declaration or filing with, or notification to, or waiver from or consent from, any Governmental Entity or any third party Authority is required on the part of Sellers in connection with the execution and delivery of this Agreement, or the compliance or performance by Sellers with any provision contained in this Agreement or the consummation of the transactions contemplated hereby, except for any such requirements, the failure of which to be obtained or made by Parent would not reasonably be expected to have, individually or in the Company for the execution and delivery by Parent and the Company of this Agreement aggregate, a Seller Material Adverse Effect or the consummation by Parent or the Company of the transactions contemplated herebya Transfer Group Material Adverse Effect.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, Neither the execution and delivery by Parent and Merger Sub of this Agreement by each of Parent and the Company does notall agreements and documents contemplated hereby, and nor the consummation by Parent and the Company Merger Sub of the transactions contemplated hereby will not or thereby in accordance with the terms hereof or thereof, will: (i) conflict with or violate result in a breach of any provisions of the certificate Articles of incorporation and bylaws Incorporation or Bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiaries, Merger Sub; (ii) constitute violate any law, statute, rule, regulation, judgment, or decree applicable to Parent or Merger Sub (iii) violate, conflict with, result in a breach or violation of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, result in the termination or give rise to in a right of terminationtermination or cancellation of, cancellationaccelerate the performance required by, creation or acceleration result in the triggering of any obligationpayment or other obligations pursuant to, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties of Parent or assets of the Company Merger Sub under, or result in being declared void, voidable, or without further binding effect, any of the Company Subsidiaries underterms, conditions, or provisions of any note, bond, mortgage, indenture, mortgageloan agreement, deed of trust, loan or credit agreementany license, notefranchise, bondpermit, lease lease, contract, agreement or other agreementinstrument, including any Company Material Contractcommitment, instrument or Permit obligation to which Parent, the Company Parent or any Company Subsidiary Merger Sub is a party party, or by which any of them Parent or Merger Sub or any of their respective properties are is bound or subject, affected; or (iiiiv) (assuming that subject to compliance with the consents and approvals referred to requirements set forth in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate 4.3(b), require any Law or any order, judgment, decree or injunction (each, an “Order”) Consent of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or , except for any of the Company Subsidiaries or any of their propertiesconflicts, except, in the case of clause (ii) and (iii), for such conflictsviolations, breaches, violationsdefaults, consent requirementsalterations, terminations, obligationsamendments, feesaccelerations, loss of benefits, defaults cancellations or Liens, liens that have not had, and could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws No Consent of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or Merger Sub in connection with the Company for the execution execution, delivery and delivery performance by Parent and the Company Merger Sub of this Agreement or the consummation by Parent or the Company and Merger Sub of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business; (ii) the filing of the Company Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) such other Consents which if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure LetterSchedule 2.4, neither the execution and delivery of this Agreement by each of Parent and or the Company does notother Documents, and the consummation by Parent and the Company of the transactions contemplated hereby will not or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Corporation will: (i) conflict with violate or result in any breach of any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, order, statute or regulation applicable to the Corporation; (ii) violate or result in a breach, default or termination or give rise to any right of termination, cancellation or acceleration of the certificate maturity of incorporation and bylaws of Parent or the Company or the comparable organizational documents any payment date of any of the Company Subsidiariesmaterial obligations of the Corporation or increase or otherwise affect the obligations of the Corporation under any law, rule, regulation or any judgment, decree, order, governmental permit, license or order or any of the terms, conditions or provisions of any material mortgage, indenture, note, license, agreement or other instrument or obligation related to (iix) constitute a breach the Corporation or violation of(y) the Corporation's ability to consummate the transactions contemplated hereby or thereby, a default except for such defaults (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a right rights of termination, cancellation, creation cancellation or acceleration of any obligation, payment of any consent acceleration) as to which requisite waivers or similar fee, or consents have been obtained in writing and provided to the loss of Buyer; (iii) violate any benefit underorder, writ, injunction, decree, statute, rule or regulation applicable to the Corporation; (iv) result in the creation of any Lien claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances or restrictions whatsoever (collectively, the "Claims") upon any of the properties or assets of the Company Corporation; or any of (v) require the Company Subsidiaries underconsent, any indenturewaiver, mortgage, deed of trust, loan authorization or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) approval of any federal, state or local government or foreign governmentgovernmental department, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agencyboard, commission, bodybureau, instrumentality, or public or self regulatory body or authority, or of any other Person, entity or authority or organization. The Corporation will give any arbitral tribunal (each, a “Governmental Entity”) directed required notices to Parent or the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not hadthird parties, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or Corporation will obtain any third party is consents required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or due to the consummation by Parent or the Company of the transactions contemplated hereby.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of The execution, delivery and performance by the Parent Disclosure Letter, the execution and delivery Company of this Agreement by each of Parent and the Company does not, and the consummation by Parent and the Company of the transactions contemplated hereby to be performed by the Company do not and will not (i) conflict with contravene the applicable provisions of any law, statute, rule, regulation, order, writ, injunction, judgment or violate the certificate decree of incorporation any court or any federal or state government or political subdivision thereof and bylaws any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of Parent or pertaining to government (a “Governmental Authority”) to or by which the Company or the comparable organizational documents of any of the Company Subsidiariesits subsidiaries or any of its or their respective properties or assets is bound, (ii) constitute violate, result in a breach of or violation of, a default constitute (or an event which, with due notice or lapse of time or both, would constitute such ) a default) under, require consent under, default or give rise to an event of acceleration under any contract, lease, loan or credit agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a right party or by which it or any of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, its subsidiaries is bound or to the loss which any of any benefit underits respective properties or assets is subject, or nor result in the creation or imposition of any Lien lien, security interest, charge or encumbrance of any kind upon any of the properties properties, assets or assets capital stock of the Company or any of the Company Subsidiaries underits subsidiaries, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) provision of any federal, state or local or foreign government, any court, administrative, regulatory or the organizational and other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or governing documents of the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits subsidiaries. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant Subject to the laws accuracy of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) Purchasers’ representations and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letterwarranties herein, no other consent, approval approval, authorization or authorization order of, or filing or registration with, any court or Governmental Entity Authority or any third party other person is required to be obtained or made by Parent or the Company for the execution execution, delivery and delivery by Parent and the Company performance of this Agreement or the consummation by Parent or the Company of any of the transactions contemplated herebyhereby except for those consents or authorizations previously made or obtained and those filings which are required to be made under federal or state securities laws that, pursuant to such laws, may be made after the date hereof.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure LetterThe execution, the execution delivery and delivery of this Agreement performance by each of Parent and the Company does not, and the consummation by Parent and the Company of the Transaction Documents and the consummation of the transactions contemplated hereby thereby do not and will not (i) conflict with contravene the applicable provisions of any law, statute, rule, regulation, order, writ, injunction, judgment or violate the certificate decree of incorporation and bylaws of Parent any court or Governmental Authority to or by which the Company or the comparable organizational documents of any of the Company Subsidiariesits subsidiaries or any of its respective property or assets is bound, (ii) constitute violate, result in a breach of or violation of, a default constitute (or an event which, with due notice or lapse of time or both, would constitute such ) a default) under, require consent under, default or give rise to an event of acceleration under any contract, lease, loan or credit agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a right party or by which it or any of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, its subsidiaries is bound or to the loss which any of any benefit underits respective properties or assets is subject, or nor result in the creation or imposition of any Lien lien, security interest, charge or encumbrance of any kind upon any of the properties properties, assets or assets Capital Stock of the Company or any of the Company Subsidiaries underits subsidiaries, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) provision of any federal, state or local or foreign government, any court, administrative, regulatory or the organizational and other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or governing documents of the Company or any of the Company Subsidiaries or any of their properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits subsidiaries. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other No consent, approval approval, authorization or authorization order of, or filing or registration with, any court or Governmental Entity Authority or any third party other Person is required to be obtained or made by Parent or the Company for the execution execution, delivery and delivery by Parent and performance of the Company of this Agreement Transaction Documents or the consummation by Parent or the Company of any of the transactions contemplated herebythereby (other than the registration of the resale of the Conversion Shares with the SEC and pursuant to any state "blue sky" laws as contemplated by the Registration Rights Agreement and other than any shareholder approval as may be required by the rules applicable to companies whose common stock is quoted on Amex), except for those consents or authorizations previously obtained and those filings previously made.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and the Company does do not, and the consummation by Parent and the Company of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company its Subsidiaries, (ii) constitute a breach or violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Company its Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material ContractContract (as defined in Section 3.12(a)), instrument or Permit (as defined in Section 3.6(b)) to which Parent, the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b3.5(b) are duly and timely made or obtained and that that, to the extent required by applicable Law, the adoption of this Agreement by the Parent Company Required Votes are Vote is obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company its Subsidiaries or any of their properties, except, in the case of clause (ii) and or (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining compliance with applicable requirements of the Parent Required Votes approving transactions contemplated by this Agreement pursuant Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) and any other applicable Law analogous to the laws of the State of DelawareHSR Act or otherwise regulating antitrust, the Parent’s Certificate of Incorporationcompetition or merger control matters in foreign jurisdictions, the (ii) compliance with any applicable requirements of (A) the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and (B) the laws of NYSE (including the State of NevadaNYSE Amex), (iiiii) filing or recordation of merger or other appropriate documents as required by Delaware Law or applicable Law of other states in which the Company is qualified to do business and (iv) such other authorizations, consents, approvals or filings under any Environmental Laws relating the failure of which to the transfer obtain or issuance of Environmental Permits in connection with the Acquisitionmake has not had, and (iii) could not reasonably be expected to have, individually or in the consentsaggregate, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Lettera Material Adverse Effect, no other consent, approval approval, order or authorization of, action by or registration in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated hereby.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) in SCHEDULE 3.07, the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Parent Disclosure LetterTransaction Documents to which each is a party, the execution issuance, authentication, sale and delivery of this Agreement the Notes and compliance by the Company and each of Parent and its Subsidiaries party thereto with the Company does not, terms thereof and the consummation by Parent and the Company of the transactions contemplated hereby by the Transaction Documents will not (i) conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiaries, (ii) constitute a breach or violation of, a default (or an event which, with without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, would or constitute such a default) default under, require consent under, or cause or give rise to a right of termination, cancellation, creation the acceleration or acceleration increase of any obligation, payment of benefits or any consent or similar fee, or to the loss of any benefit undertermination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any of the properties property or assets of the Company or any of the Company its Subsidiaries underpursuant to, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease agreement or other agreementagreement or instrument, including any Company Material Contractlease or employment agreement, instrument or Permit any Permit, to which Parent, the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except, in the case of clause (ii) properties or assets; and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval approval, authorization or authorization order of, or filing or registration with, or notification of, any Governmental Entity such court or arbitrator or governmental agency or body under any third party such statute, judgment, order, decree, rule or regulation is required to be obtained or made for the execution, delivery and performance by Parent or the Company for and each of its Subsidiaries of each of the execution Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Notes and compliance by Parent the Company and each of its Subsidiaries with the terms thereof and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated herebyby the Transaction Documents.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the The execution and delivery of this Agreement by each of Parent and the Company does Merger Sub do not, and the consummation by Parent and the Company Merger Sub of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company SubsidiariesGoverning Documents, (ii) constitute a breach or violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of the Company its Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company Parent or any Company Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b4.5(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are made or obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) Entity directed to Parent or the Company or any of the Company its Subsidiaries or any of their properties, except, in the case of clause (ii) and or (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the compliance with applicable requirements of the HSR Act and any other applicable Law analogous to the HSR Act or otherwise regulating antitrust, competition or merger control matters in foreign jurisdictions, (ii) compliance with any applicable requirements of (A) the Securities Act, the Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and (B) the laws of the State of NevadaNYSE, (iiiii) filing or recordation of merger or other appropriate documents as required by Delaware Law or applicable Law of other states in which Parent is qualified to do business and (iv) such other authorizations, consents, approvals or filings under any Environmental Laws relating the failure of which to the transfer obtain or issuance of Environmental Permits in connection with the Acquisitionmake has not had, and (iii) could not reasonably be expected to have, individually or in the consentsaggregate, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Lettera Material Adverse Effect, no other consent, approval approval, order or authorization of, action by or registration in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company and Merger Sub for the execution and delivery by Parent and the Company Merger Sub of this Agreement or the consummation by Parent or the Company and Merger Sub of the transactions contemplated hereby.

No Violation; Consents. (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letterin Schedule 7.2 attached hereto, the execution and delivery of this Agreement by each of Parent and the Company does notAgreement, and the consummation by Parent and the Company of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof do not and will not not: (ia) conflict with or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiariesprovisions of any Seller's Articles of Incorporation, as amended, or any resolution of the Board of Directors of any Seller, (iib) violate any law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any Seller, any Assets, any Business or any Liabilities, (c) provided that the transactions contemplated hereby and (to the extent described in Sections 8.16 and 9.7) the Real Property Purchase Agreement are consummated, violate or conflict with or result in a breach of, or constitute a breach or violation ofdefault under, a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or give giving rise to a right of terminationtermination of, cancellationany Contract (as defined in Section 7.10), creation any material instrument, agreement or acceleration indenture or any mortgage, deed of any obligation, payment of any consent trust or similar fee, or contract to the loss of any benefit under, or result in the creation of any Lien upon which any of the properties or assets of the Company Sellers or any of the Company Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Company Material Contract, instrument or Permit to which Parent, the Company or any Company Subsidiary Stockholders is a party or by which any of them or the Sellers, any of their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company Stockholders or any of the Company Subsidiaries Assets are bound or affected, (d) result in the creation or imposition of any Encumbrance upon any of their propertiesthe Assets, except, in or (e) except for the case Articles of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults Transfer or Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions as otherwise specifically contemplated by this Agreement pursuant to Agreement, require the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, authorization or approval or authorization of, or notice to, or filing or registration with, any Governmental Entity governmental body or authority, or any other third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated herebyparty.

No Violation; Consents. (a) Except as set forth on Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 2.4(a) of the Parent Disclosure Letter5.5, the execution and delivery of this Agreement, the Registration Rights Agreement by each of Parent and the Company does notWarrants, and the issuance of the Common Stock, the consummation by Parent and the Company of the transactions contemplated hereby hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with with, violate or violate result in any breach of the certificate Certificate of incorporation and bylaws Incorporation, as amended, or by-laws of Parent or the Company or the comparable organizational documents of any of the Company its Subsidiaries, (ii) constitute result in a violation or breach or violation of, a default or constitute (with or an event which, with without due notice or lapse of time or both, would constitute such ) a default) under, require consent under, default or give rise to a any right of termination, cancellation, creation cancellation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon on or against any of the properties or assets of the Company or any of its Subsidiaries pursuant to any of the Company Subsidiaries under, terms or conditions of any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease mortgage, indenture, license, agreement or other agreement, including any Company Material Contract, instrument or Permit obligation to which Parent, the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties are bound or subjectassets may be bound, or (iii) (assuming that the consents and approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or violate any Law or any orderstatute, law, rule, regulation, writ, injunction, judgment, order or decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or , binding on the Company or any of the Company its Subsidiaries or any of their propertiesproperties or assets, exceptexcluding from the foregoing clauses (i), in the case of clause (ii) and (iii)) conflicts, for such conflictsviolations, breaches, violationsdefaults, consent requirementsrights of termination, terminations, obligations, fees, loss of benefits, defaults cancellation or Liens, that have not hadacceleration, and could not reasonably be expected to haveliens which, individually or in the aggregate, would not have a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delawareapplicable requirements, the Parent’s Certificate of Incorporationif any, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevadaunder Blue Sky Laws, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance filing of Environmental Permits in connection additional listing applications with the AcquisitionNASDAQ, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) filing of the Parent Disclosure LetterRegistration Statement and Warrant Registration Statement, no other filing, consent, approval approval, permit, authorization, notice, registration or authorization of, other action of or registration with, with any Governmental Entity or any third party is required to be made or obtained by or made by Parent or with respect to the Company for or any of its Subsidiaries in connection with the execution and delivery by Parent of this Agreement, the Registration Rights Agreement and the Company Warrants, the issuance of this Agreement the Common Stock or the consummation by Parent or the Company of the transactions contemplated herebyhereby and thereby.