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

No Violations; Consents and Approvals. (i) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery or performance by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby (A) will not result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any Subsidiary is a party or by which any of their properties or assets may be bound, or (2) any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any Subsidiary.

No Violations; Consents and Approvals. (i) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery and performance of this Plan by the Company or performance the Bank nor the consummation by the Company or the Bank of the transactions contemplated hereby will constitute (A) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Company or any of its Subsidiaries of each Transaction Document or to which any of them is or will be a party or the consummation by the Company or any of its Subsidiaries (or any of their respective properties) is subject, or enable any person to enjoin the Merger, the Bank Merger or the other transactions contemplated thereby hereby and thereby, (AB) will not result in a breach or violation of, or breach of the Articles of Organization or the By-lawsa default under, the articles or certificate of incorporation or by-laws or similar organizational documents of the Company or any of its Subsidiaries or (C) a breach or violation of, or a default under (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (an event which with or without due notice or lapse of time or both) both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any mortgage, lien, chargepledge, security interest interest, charge or other encumbrance of any kind (a "Lien"), other than a Permitted Lien, upon any of the properties or assets of the Company and or any of its Subsidiaries under (1) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contractdeed of trust, loan agreement or other agreement, lease, license, obligation, instrument, offer, commitment, understanding instrument or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") obligation to which the Company or any Subsidiary of its Subsidiaries is a party party, or by to which any of their respective properties or assets may be boundbound or affected, or (2) any judgmentprovided, orderhowever, decree, statute, law, regulation or rule applicable that with respect to the Company or any SubsidiaryBank and the Bank Merger, the foregoing representation is subject to the execution and delivery of the Bank Merger Documents and the receipt of Bank Merger Approval.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended Except as contemplated set forth in Section 6.03(g)3.4(a) of the Company Disclosure Letter, neither the execution, delivery or and performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company of the Merger or any of its Subsidiaries of the other transactions contemplated thereby hereby will (Ai) will not result in conflict with or constitute a breach or violation of, or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) a default under any provision of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause Company Organizational Documents, (ii) belowviolate, will not conflict with, result in a violation or breach of any provision of or the loss of any benefit under, constitute a default (or give rise to any an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, revocation, cancellation or acceleration under amendment under, give rise to a right to receive a change of control payment (or increased payments under), or constitute a default (with or without due notice or lapse of time or bothsimilar payment) under, accelerate the performance required by, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, Lien upon any of the respective properties or assets of the Company and or any of its Subsidiaries under (1) under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, contractdeed of trust, agreementguarantee or other evidence of indebtedness, lease, license, obligationfranchise, instrumentcontract, offeragreement, commitmentjoint venture, understanding permit, plan or other arrangement (each a "Contract") legally binding instrument or of any license, waiver, exemption, order, franchise, permit obligation or concession (each a "Permit") Permit to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be boundbound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or (2) conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, ordersettlement, award, decree, statute, law, rule or regulation or rule (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any Subsidiaryof its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (ia) Assuming that None of the Stockholder Approvals are obtained execution and that the Credit Facility is amended as contemplated in Section 6.03(g)delivery of this Agreement, the execution, delivery or performance by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby or compliance by the Company with any of the provisions hereof will (Ai) will not conflict with or violate any provision of its declaration of trust or bylaws, (ii) conflict with, result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) undera default, or give rise to any right of modification, termination, cancellation or acceleration, or result in the creation loss of any mortgage, lien, charge, security interest benefit to which the Company or encumbrance of its Subsidiary is entitled or any kind (a "Lien"), other than a Permitted Lien, upon increase in any of the properties Company's or assets of the Company and its Subsidiaries Subsidiary's payment or performance obligations under (1) any of the terms, conditions or provisions of the Office Lease, any Contract, Space Lease, easement, arrangement, understanding, order, arbitration award, license, franchise, permit judgment, decree, note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding indenture or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") instrument to which the Company or any its Subsidiary is a party party, or by which the Company or its Subsidiary or any of their respective properties is bound or result in the creation or imposition of any Lien on assets may be boundof the Company or its Subsidiary, or (2iii) violate any judgment, order, decree, statute, lawrule, regulation regulation, order or rule applicable to decree of any public body or authority by which the Company or its Subsidiary or any Subsidiaryof their respective properties is bound, excluding from the foregoing clauses (ii) or (iii) violations, breaches, defaults or rights which, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or for which the Company has received or, prior to the Closing Date, shall have received effective consents or waivers.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or Purchaser and Sub nor the consummation by the Company or any of its Subsidiaries Purchaser and Sub of the transactions contemplated thereby hereby (Ai) will not result in a violation or breach violate any provision of the Articles of Organization or the By-laws, the articles or respective certificate of incorporation or by-laws (of Purchaser or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause Sub, (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, contractguarantee, agreement, leaseother evidence of indebtedness, license, obligationcontract, instrument, offer, commitment, understanding agreement or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") instrument to which the Company Purchaser or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Purchaser, any of its Subsidiaries or any of their properties or assets may assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which (A) would not have a Purchaser Material Adverse Effect, (B) materially adversely affect the ability of either Purchaser or Sub to consummate the transactions contemplated in this Agreement or (C) become applicable as a result of the business or activities in which Purchaser or Sub is or proposes to be boundengaged or as a result of any acts or omissions by, or (2) the status of any judgmentfacts pertaining to, order, decree, statute, law, regulation or rule applicable to the Company or any SubsidiaryCompany.

No Violations; Consents and Approvals. (ia) Assuming that Neither the Stockholder Approvals are obtained execution and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery or performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby will (Ai) will not violate any provision of the Articles of Organization or By-Laws - of the Company, (ii) except as set forth in Schedule 3.4(a) of the Disclosure -- Schedule, conflict with, result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or to the imposition of any Lien (as defined in Section 3.18(b))) under, or result in the creation acceleration or trigger of any mortgagepayment, lientime of payment, charge, security interest vesting or encumbrance increase in the amount of any kind (a "Lien")compensation or benefit payable pursuant to, other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee or other evidence of indebtedness, or any lease, license, contract, agreement, lease, license, plan or other instrument or obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (2iii) conflict with or violate any federal, state, local or foreign --- order, writ, injunction, judgment, orderaward, decree, statute, law, rule or regulation or rule (collectively, "Laws") applicable to the Company Company, any of its Subsidiaries or any Subsidiaryof their properties or assets; except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches or defaults which in the aggregate would not have or result in a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (i) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or performance by the Company of this Agreement or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party the Registration Rights Agreement or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby (A) will not result in a violation or breach of the Articles of Organization Company Charter or the Company By-laws, Laws or the articles or certificate of incorporation charter or by-laws (or other organizational documents) of any of the Company's Subsidiaries and or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, mortgage, lien, charge, encumbrance or security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, ) upon any of the properties or assets of the Company and or any of its Subsidiaries under under, (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of their properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any Subsidiaryof its Subsidiaries, except in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation or acceleration or Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (ia) Assuming that Neither the Stockholder Approvals are obtained execution and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery or performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby will (Ai) will not violate any provision of the Articles of Organization or By-Laws of the Company, (ii) except as set forth in Schedule 3.4(a) of the Disclosure Schedule, conflict with, result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or to the imposition of any Lien (as defined in Section 3.18(b))) under, or result in the creation acceleration or trigger of any mortgagepayment, lientime of payment, charge, security interest vesting or encumbrance increase in the amount of any kind (a "Lien")compensation or benefit payable pursuant to, other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee or other evidence of indebtedness, or any lease, license, contract, agreement, lease, license, plan or other instrument or obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (2iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, orderaward, decree, statute, law, rule or regulation or rule (collectively, "Laws") applicable to the Company Company, any of its Subsidiaries or any Subsidiaryof their properties or assets; except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches or defaults which in the aggregate would not have or result in a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or and performance of this Agreement and the Transaction Documents by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or such Seller nor the consummation by the Company or any of its Subsidiaries such Seller of the transactions contemplated hereby or thereby will (Ai) will not violate any provision of the Organizational Documents of such Seller or any Company or Company Subsidiary, as applicable, (ii) except as set forth in Section 3.4(a) of the Sellers’ Disclosure Letter, violate, conflict with, result in a violation or breach of the Articles any provision of Organization or the By-lawsloss of any benefit under, the articles or certificate of incorporation or by-laws constitute a default (or other organizational documentsan event which, with notice or lapse of time, or both, would constitute a default) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) belowunder, will not result in the termination of or a violation or breach of (or give rise to any right of termination, revocationcancellation, cancellation modification or acceleration under or increased payments amendment under), or constitute a default (with or without due notice or lapse of time or both) underaccelerate the performance required by, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, Lien upon any of the respective properties or assets of any Company or Company Subsidiary under, or result in the Company and its Subsidiaries under (1) acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contractguarantee, agreementother evidence of indebtedness, lease, license, obligationcontract, instrumentCollective Bargaining Agreement, offer, commitment, understanding agreement or other arrangement (each a "Contract") instrument or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") obligation to which the any Company or any Company Subsidiary is a party or by which any of their it or its assets or properties or assets may be bound, or (2iii) conflict with or violate any judgment, order, decree, statute, law, regulation or rule Laws applicable to the such Seller or any Company or Company Subsidiary, or the properties or the assets of such Seller or any Company or Company Subsidiary.

No Violations; Consents and Approvals. (i) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), None of the execution, delivery or performance by the Company Company, ESI or any of its Subsidiaries Newco of each Transaction Document Reorganization Agreement to which any of them is or will be a party or the consummation by the Company Company, ESI or any of its Subsidiaries Newco of the transactions contemplated thereby (A) will not result in a violation or breach of the Articles of Organization Company Charter or the Company By-laws, the articles or certificate of incorporation or by-laws (of ESI, the articles of incorporation or other by-laws of Newco or the organizational documents) documents of any of the Retained Subsidiaries and or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation cancelation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any mortgage, lien, charge, encumbrance or security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, ) upon any of the properties or assets of the Company and its Subsidiaries under Retained Companies under, (1) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which any of the Company or any Subsidiary Retained Companies is a party or by which any of their properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company Retained Companies, except, in the case of clause (B), for violations, breaches, defaults, rights of cancelation, termination, revocation or any Subsidiaryacceleration or Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Retained Companies, taken as a whole.

No Violations; Consents and Approvals. (a) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the compliance by the Company with any of the provisions hereof shall, subject to the Company Shareholder Approval and receipt of approvals by applicable Governmental Authorities regulating the Insurance Company Subsidiary and the Insurance Services Subsidiary, (i) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery or performance by the Company violate any provision of its or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby subsidiaries’ organizational documents, (Aii) will not result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding indenture or other arrangement (each a "Contract") or instrument of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") indebtedness for money borrowed to which the Company or any Subsidiary of its subsidiaries is a party party, or by which the Company or any of its subsidiaries or any of their respective properties or assets may be is bound, or (2iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any judgmentright of termination, ordercancellation or acceleration or any right which becomes effective upon the occurrence of a merger, decreeconsolidation or change in control or ownership, statuteunder, lawany of the terms, regulation conditions or rule applicable provisions of any license, franchise, permit or agreement to which the Company or any Subsidiaryof its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iv) conflict with or violate any federal, foreign, state, local or provincial statute, rule, regulation, order, judgment or decree (collectively, “Laws”) of any public body or authority by which the Company or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or for which the Company has received, or prior to the Effective Time shall have received, appropriate consents or waivers. The material consents and approvals required to be obtained by the Company or its subsidiaries for the consummation of the Merger are set forth in Schedule 4.4(a) of the Disclosure Letter.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or performance by the Company of this Agreement or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or the Registration Rights Agreement, the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby or thereby, nor the performance by the Company of its obligations hereunder or thereunder (Ai) will not result in a violation or breach of the Articles of Organization Company Charter or the Company By-laws, laws or the articles or certificate of incorporation charter or by-laws (or other organizational documents) of any of the Company's Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause or (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, Lien upon any of the properties or assets of the Company and or any of its Subsidiaries under under, (1A) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") Contract or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") Permit to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of their properties or assets may be bound, or (2B) subject to the governmental filings and other matters referred to in clause (b) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any Subsidiaryof its Subsidiaries, except, in the case of clause (ii), for violations, breaches, defaults, rights of cancellation, termination, revocation or acceleration or Liens that would not, individually or in the aggregate, have a material adverse effect on the business, properties, operations, financial condition, income or business prospects of the Company and its Subsidiaries as presently being conducted. No third party has any pre-emptive rights, or rights of first refusal or first opportunity or similar rights to purchase, or to offer to purchase, all or any part of the Shares.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or and performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby will (Ai) will not violate any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) except as set forth in Schedule 3.4(a) of the Disclosure Schedule, conflict with, result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or to the imposition of any Lien (as defined in Section 3.18(b))) under, or result in the creation acceleration or trigger of any mortgagepayment, lientime of payment, charge, security interest vesting or encumbrance increase in the amount of any kind (a "Lien")compensation or benefit payable pursuant to, other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreementguarantee or other evidence of indebtedness, lease, license, obligationcontract, instrumentagreement, offer, commitment, understanding plan or other arrangement (each a "Contract") instrument or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (2iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, orderaward, decree, statute, law, rule or regulation or rule (collectively, "Laws") applicable to the Company Company, any of its Subsidiaries or any Subsidiaryof their properties or assets; except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches, defaults or Liens which individually and in the aggregate would not have or result in a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or and performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby or by the Amendments will (Ai) will not result in a violation or breach violate any provision of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause Company or its Subsidiaries, (ii) belowconflict with, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or to the imposition of any lien) under, or result in the creation acceleration or trigger of any mortgagepayment, lientime of payment, charge, security interest vesting (other than in the case of the employee stock options as provided in Section 1.5 hereof) or encumbrance increase in the amount of any kind (a "Lien")compensation or benefit payable pursuant to, other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreementguarantee or other evidence of indebtedness, lease, license, obligationcontract, instrumentagreement, offer, commitment, understanding plan or other arrangement (each a "Contract") instrument or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (2iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, orderaward, decree, statute, law, rule or regulation or rule (collectively, "Laws") applicable to the Company Company, any of its Public Subsidiaries or any Subsidiaryof their properties or assets; except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches, defaults or liens which individually and in the aggregate would not have or result in a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby or by the Amendments.

No Violations; Consents and Approvals. (ia) Assuming that Neither the Stockholder Approvals are obtained execution and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery or performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby will (Ai) will not - violate any provision of the Articles of Organization or By-Laws of the Company, (ii) except as set forth in Schedule 3.4(a) of the Disclosure Schedule, conflict -- with, result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or to the imposition of any Lien (as defined in Section 3.18(b))) under, or result in the creation acceleration or trigger of any mortgagepayment, lientime of payment, charge, security interest vesting or encumbrance increase in the amount of any kind (a "Lien")compensation or benefit payable pursuant to, other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee or other evidence of indebtedness, or any lease, license, contract, agreement, lease, license, plan or other instrument or obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (2iii) conflict with or violate any federal, state, local or foreign order, writ, --- injunction, judgment, orderaward, decree, statute, law, rule or regulation or rule (collectively, "Laws") applicable to the Company Company, any of its Subsidiaries or any Subsidiaryof their properties or assets; except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches or defaults which in the aggregate would not have or result in a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (ia) Assuming that Neither the Stockholder Approvals are obtained execution and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery or performance by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or this Agreement nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby nor compliance by Company with any of the provisions hereof will (Ai) will not be subject, in the case of the Amalgamation, to obtaining the approval of its shareholders as described in Section 3.4 and, if required under applicable law, to approval by a court of competent jurisdiction, violate any provision of its Organization Documents, (ii) result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control, under, or result in the creation of any mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding indenture or other arrangement (each a "Contract") instrument of, or of document governing, indebtedness for money borrowed or any license, waiver, exemption, order, franchise, franchise or permit or concession (each a "Permit") any other agreement to which the Company or any Subsidiary of its subsidiaries is a party party, or by which Company or any of its subsidiaries or any of their respective properties or assets may be is bound, or (2iii) violate any judgment, order, decree, statute, lawrule, regulation regulation, order or rule applicable to the decree of any public body or authority by which Company or any Subsidiaryof its subsidiaries or any of its respective properties is bound, except in the case of clause (ii) or (iii), such as would not, individually or in the aggregate, have a Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or and performance of this Agreement by the Company or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party or nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby hereby will (Ai) will not violate any provision of the certificate of incorporation or by-Laws of the Company or its Public Subsidiaries, (ii) conflict with, result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation or by-laws (or other organizational documents) of any of the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under)of, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or to the imposition of any lien) under, or result in the creation acceleration or trigger of any mortgagepayment, lientime of payment, charge, security interest vesting or encumbrance increase in the amount of any kind (a "Lien")compensation or benefit payable pursuant to, other than a Permitted Lien, upon any of the properties or assets of the Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreementguarantee or other evidence of indebtedness, lease, license, obligationcontract, instrumentagreement, offer, commitment, understanding plan or other arrangement (each a "Contract") instrument or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") obligation to which the Company or any Subsidiary of its Public Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (2iii) conflict with or violate any federal, state, local or foreign order, writ, injunction, judgment, orderaward, decree, statute, law, rule or regulation or rule (collectively, "Laws") applicable to the Company Company, any of its Public Subsidiaries or any Subsidiaryof their properties or assets; except in the case of clauses (ii) or (iii) for such conflicts, violations, breaches, defaults or liens which individually and in the aggregate would not have or result in a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (i) Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), Neither the execution, delivery or performance by the Company of this Agreement or any of its Subsidiaries of each Transaction Document to which any of them is or will be a party the Registration Rights Agreement or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby (A) will not result in a violation or breach of the Articles of Organization Company Charter or the Company By-laws, Laws or the articles or certificate of incorporation charter or by-laws (or other organizational documents) of any of the Subsidiaries and Company's Subsidiary or (B) subject to the governmental filings and other matters referred to in clause (ii) below, will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, mortgage, lien, charge, encumbrance or security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, ) upon any of the properties or assets of the Company and or its Subsidiaries under Subsidiary under, (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiary is a party or by which any of their properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any its Subsidiary, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation, acceleration or increased payments or Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiary, taken as a whole.