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

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or 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, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent.

No Violations; Consents and Approvals. (ai) Neither Except as set forth in Schedule 4.1(b)(i) of the executiondisclosure schedule of Tower attached hereto (the "Tower Disclosure Schedule"), neither the execution and delivery and performance of this Agreement by Parent or Merger Sub, nor the consummation performance by Parent or Merger Sub Tower of the Mergers or any other transactions contemplated hereby its obligations hereunder will (iA) violate any provision of the certificate of incorporation, articles of association conflict with or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a any breach of any provision of the Amended and Restated Articles of Incorporation or the loss by-laws of Tower; (B) result in a breach or violation of, a default under, or the triggering of any benefit payment or other material obligations pursuant to, or accelerate vesting under, any of Tower's stock option or other benefit plans, or any grant or award made under any of the foregoing; (C) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationcancellation or acceleration or obligation to repurchase, modification repay, redeem or amendment under, accelerate the performance required by, acquire or any similar right or obligation) or result in the creation of any Lien upon any properties of the respective properties or assets of Parent or Merger Sub, Tower or any of Parent’s its Subsidiaries (other Subsidiaries, 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, than Tower Permitted Liens) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, guaranteeletter of credit, other evidence of indebtedness, leasefranchise, permit, guarantee, license, contract, collective bargaining agreement, lease or agreement or other similar instrument or obligation to which Parent or Merger Sub, Tower or any of Parent’s other Subsidiaries, its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, bound or (iiiD) assuming that the consentsfilings, approvalsregistrations, ordersnotifications, authorizations, registrations, filings or permits consents and approvals referred to in Section 4.4(bsubsection (ii) are duly and timely below have been obtained or made and the Parent Required Votemade, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtainedcase may be, conflict with or violate any Laws applicable order, injunction, decree, statute, rule or regulation of any Governmental Entity to Parent or Merger Sub, which Tower or any of Parent’s other Subsidiariesits Subsidiaries is subject, or any of their respective properties or assets; except in excluding from the case of foregoing clauses (iiB), (C) and (iii)D) such requirements, for such conflicts, violationsdefaults, breaches, defaultsrights, lossesviolations or creations of such liens, obligationssecurity interests, paymentscharges or encumbrances (x) that would not, rights (if exercised) or Liens which individually or in the aggregate have not hadaggregate, and would not reasonably be reasonably likely expected to have or result in, a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Parent the ability of Tower to perform its obligations hereunder or Merger Sub(y) that become applicable as a result of the business or activities in which Buyer or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, Buyer or any of its affiliates. (bii) No material Except as set forth in Schedule 4.1(b)(ii) of the Tower Disclosure Schedule, no filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required in connection with the execution and delivery of this Agreement or the other Transaction Agreements by Tower or the performance by Tower of its obligations hereunder or under the Releases, except (A) the filing of the Supplementary Articles of Incorporation in accordance with the MGCL and (B) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) the failure of which to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiarieswould not, in connection with the executionaggregate, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may reasonably be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely expected to have or result in a Material Adverse Effect and would not have a material adverse effect on Parentthe ability of Tower to perform its obligations hereunder or thereunder or (y) that became applicable as a result of the business or activities in which Buyer or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, Buyer or any of its affiliates.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Mergers Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association incorporation or the bylaws of Parent or Merger Sub, as applicableParent, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, documents of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or 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, cancellation, modification cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, its Subsidiaries 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtednessIndebtedness, lease, license, contract, collective bargaining agreement, agreement or other legally binding instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, including governmental or non-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, treat, gather, transport, compress, purchase, sell, dispose and operate interests in Hydrocarbons and associated fixtures or structures for a specified period of time, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger SubParent, or any of Parent’s other Subsidiaries, their respective Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and (iii)) above, for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent. Section 4.4(a) of the Parent Disclosure Letter sets forth a correct and complete list of Parent Material Contracts, including all Hydrocarbon Contracts, of Parent and its Subsidiaries pursuant to which consents, waivers or Merger Subapprovals are or may be required in connection with the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers Merger or any other transactions contemplated hereby, except for (i) compliance the filing with any applicable requirements the SEC of the Exchange Act, (ii) compliance with any applicable requirements Proxy Statement in definitive form relating to the meetings of the Securities Act, (iii) compliance Company’s and Parent’s stockholders to be held in connection with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as hereby, and the sole stockholder filing and declaration of Merger Sub and after the First Merger the approval by Parent’s Board of Directors effectiveness of the Second Merger and S-4 in which the affirmative vote to increase Proxy Statement will be included as a prospectus, (ii) the number adoption of shares available under the Parent Stock Incentive Plan as described in Section 4.25Proposal by the Required Parent Vote, (viii) such filings, authorizations, authorizations or approvals or expiration or termination of applicable waiting periods as may be required under (A) the HSR ActAct or (B) any other Competition Laws, rules or regulations, (viiv) the filing of the Certificates Statement of Merger with the Delaware Secretary of State and the New York Second Merger State Filings with the Secretary of StateState and the Secretary of State of the State of Delaware, (viiv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals the rules of any Governmental Entity, which are normally obtained after the consummation of this type of transactionNYSE, and (ixvi) any such filingconsents, registrationapprovals, declarationorders, notificationauthorizations, ordernotifications, authorizationregistrations, consent declarations and filings (x) as are customarily made or approval that obtained in connection with the transfer of interests in or change of control of ownership of oil and gas properties and (y) the failure of which to obtain be obtained or make made, individually or in the aggregate aggregate, has not had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on ParentParent or materially impair the ability of Parent to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Neither None of the execution, execution and delivery and performance of this Agreement by Parent or Merger SubAgreement, nor the consummation of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the Mergers or any other transactions contemplated hereby provisions hereof will (i) conflict with or violate any provision of the certificate of incorporation, articles of association such party's charter or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiariesby-laws, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, 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 provision right of modification, termination, cancellation or acceleration, or result in the loss of any benefit under, constitute a default (or 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, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of to which Parent or Merger Sub, Sub is entitled or any increase in any of Parent’s other Subsidiaries, under, 's or result in the acceleration Merger Sub's payment or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toperformance obligations, any of the terms, conditions or provisions of any Contract, arrangement, understanding, order, arbitration award, license, franchise, permit judgment, decree, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement indenture or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, Sub is a party party, or by which any of them or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, Sub or any of their respective properties is bound or assets; except result in the case creation or imposition of any Lien on asset of the Company or its Subsidiary, or (iii) violate any statute, rule, regulation, order or decree of any public body or authority by which Parent or Merger Sub or any of their respective properties is bound, excluding from the foregoing clauses (ii) and or (iii), for such conflicts, ) violations, breaches, defaultsdefaults or rights which, losses, obligations, payments, rights (if exercised) or Liens which either individually or in the aggregate have not hadaggregate, and would not reasonably be reasonably likely expected to have or result in, a Parent Material Adverse Effect on or for which Parent or Merger SubSub has received or, prior to the Closing Date, shall have received appropriate consents or waivers. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person governmental entity is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, execution and delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance expiration of the waiting period under the HSR Act, if a filing under the HSR Act is required, (ii) in connection, or in compliance, with any applicable requirements the provisions of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance the filing of articles of merger with any applicable state securities or “blue sky” or takeover Lawsthe Department, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Parent Required Vote and the adoption of this Agreement and Merger or the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25hereby, (v) filings with, and approval of, the NYSE with respect to the listing of the Parent Common Stock to be issued in connection with the Merger, (vi) such filingsconsents, approvals, orders, authorizations, approvals or expiration or termination of applicable waiting periods notifications, registrations, declarations and filings as may be required under the HSR Actcorporation, (vi) the filing takeover or blue sky laws of the Certificates of Merger with the Delaware Secretary of State various states and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rulessuch other consents, (viii) consents or approvals of any Governmental Entityapprovals, which are normally obtained after the consummation of this type of transactionorders, authorizations, notifications, registrations, declarations and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that filings the failure of which to obtain be obtained or make made would not, individually or in the aggregate would not aggregate, reasonably be reasonably likely expected to have or result in a Parent Material Adverse Effect on ParentEffect.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Parent Parent, Merger Sub I or Merger SubSub II, nor the consummation by Parent Parent, Merger Sub I or Merger Sub II of either of the Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent Parent, Merger Sub I or Merger SubSub II, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s, Merger Sub I’s or Merger SubSub II’s Significant Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or 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, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have Shareholder Approval has been obtained, conflict with or violate any Laws applicable to Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent Parent, Merger Sub I or Merger SubSub II. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent Parent, Merger Sub I or Merger SubSub II, or the consummation by Parent Parent, Merger Sub I or Merger Sub II of either of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption compliance with any applicable requirements of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25Canadian provincial securities Laws, (v) the Parent Shareholder Approval, (vi) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under (A) the HSR ActAct or (B) any other Competition Laws, rules or regulations, (vivii) the filing of each of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (viiviii) compliance with any applicable EC Merger Regulations, (ix) compliance with French securities regulatory requirements, including the requirements of the AMF, (x) compliance with any applicable requirements of the Exon-Xxxxxx Act, (xi) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ixxii) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent.

No Violations; Consents and Approvals. (a) Neither Subject to receipt of the Consents and the Governmental Approvals set forth in Schedule 7.1.2.4 and Schedule 8.1(d) to the Disclosure Letter, the execution, delivery and performance of this Agreement and the Ancillary Agreements by Parent or Merger SubSeller and/or its Relevant Affiliates, nor and the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby and thereby, do not and will not (i) violate conflict with, violate, result in the breach of, or constitute a default under, any provision of the certificate of incorporation, articles of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, documents of Seller or any of Parent’s or Merger Sub’s Subsidiariesits Relevant Affiliates, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) underviolate, result in the termination of or a right of termination, cancellation, modification or amendment under, accelerate the performance required bybreach of, or result in constitute a default under the creation Transferred Contracts or any other commitment of any Lien upon any of the respective properties or assets of Parent or Merger Sub, Seller or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be boundits Relevant Affiliates, or (iii) assuming conflict with, violate, result in the consentsbreach of, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available constitute a default under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws Law applicable to Parent or Merger Sub, or Seller and/or any of Parent’s other Subsidiariesits Relevant Affiliates, or any of their respective properties or assets; except in the case of clauses clause (ii) and (iii)as would not, for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) or Liens which individually or in the aggregate aggregate, reasonably be expected to be materially adverse to the Business or have not hada material adverse effect on the ability of Seller or its Relevant Affiliates to perform their respective obligations under, and would not be reasonably likely to have consummate the transactions contemplated by, this Agreement or result in, a Material Adverse Effect on Parent or Merger Subthe Ancillary Agreements. (b) No material filing Except for the Consents and the Governmental Approvals set forth in Schedule 7.1.2.4 and Schedule 8.1(d) to the Disclosure Letter, no consents or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is approvals are required to be obtained or made by Parent or Merger Sub, on the part of Seller or any of Parent’s other Subsidiaries, its Relevant Affiliates in connection with the execution, delivery and and/or performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub any of the Mergers or any other transactions contemplated herebyAncillary Agreements, except for (i) compliance with any applicable requirements the absence of which would prevent Purchasers and their Relevant Affiliates to continue after the Closing to conduct, in all material respects, the Business as conducted by Seller and its Relevant Affiliates as of the Exchange Actdate of this Agreement. (c) There is no pending Legal Proceeding involving Seller or its Relevant Affiliates or, (ii) compliance with any applicable requirements to the Knowledge of Seller, threatened against Seller or its Relevant Affiliates, which questions or challenges the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption validity of this Agreement and or the Ancillary Agreements or seeks to prevent, enjoin, alter or delay any of the transactions contemplated hereby by Parent as or thereby or any action to be taken pursuant to this Agreement or the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on ParentAncillary Agreements.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement and the Transaction Documents by Parent or Merger Sub, such Seller nor the consummation by Parent or Merger Sub such Seller of the Mergers or any other transactions contemplated hereby or thereby will (i) violate any provision of the certificate Organizational Documents of incorporation, articles of association such Seller or the bylaws of Parent any Company or Merger SubCompany Subsidiary, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for as set forth in Section 3.4(a) of the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing)Sellers’ Disclosure Letter, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or 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, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent any Company or Merger Sub, or any of Parent’s other Subsidiaries, Company Subsidiary 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreementCollective Bargaining Agreement, agreement or other instrument or obligation to which Parent any Company or Merger Sub, or any of Parent’s other Subsidiaries, Company Subsidiary is a party or by which any of them it or any of their respective its assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent such Seller or Merger Subany Company or Company Subsidiary, or any the properties or the assets of Parent’s other Subsidiaries, such Seller or any of their respective properties Company or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger SubCompany Subsidiary. (b) No Except as disclosed in Section 3.4(b) of the Sellers’ Disclosure Letter, no material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity Authority or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement or the Transaction Documents by Parent or Merger Sub, such Seller or the consummation by Parent or Merger Sub such Seller of the Mergers or any other transactions contemplated herebyhereby or thereby, except for (i) compliance with such filings, authorizations or approvals as may be required under any applicable requirements of the Exchange ActCompetition Laws, rules or regulations, or (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of EC Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on ParentRegulations.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Parent Parent, Merger Sub I or Merger SubSub II, nor the consummation by Parent Parent, Merger Sub I or Merger Sub II of either of the Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent Parent, Merger Sub I or Merger SubSub II, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s, Merger Sub I’s or Merger SubSub II’s Significant Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or 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, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have Shareholder Approval has been obtained, conflict with or violate any Laws applicable to Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent Parent, Merger Sub I or Merger SubSub II. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent Parent, Merger Sub I or Merger SubSub II, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent Parent, Merger Sub I or Merger SubSub II, or the consummation by Parent Parent, Merger Sub I or Merger Sub II of either of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption compliance with any applicable requirements of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25Canadian provincial securities Laws, (v) the Parent Shareholder Approval, (vi) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under (A) the HSR ActAct or (B) any other Competition Laws, rules or regulations, (vivii) the filing of each of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (viiviii) compliance with any applicable EC Merger Regulations, (ix) compliance with French securities regulatory requirements, including the requirements of the AMF, (x) compliance with any applicable requirements of the Exon-Fxxxxx Act, (xi) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ixxii) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent.

No Violations; Consents and Approvals. (a) Neither The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the executionCompany Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement by Parent or Merger Sub, nor and the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby will have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject, in the case of the Merger, to the Company Stockholder Approval, and assuming that this Agreement constitutes the valid and binding agreement of Emerald, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms and conditions except that the enforcement hereof may be limited by (i) violate any provision of the certificate of incorporationapplicable bankruptcy, articles of association insolvency, reorganization, moratorium, fraudulent conveyance or the bylaws of Parent other similar laws now or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, hereafter in effect relating to creditors rights generally and (ii) except for general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (iii) any ruling or action of any Governmental Entity as set forth in Section 3.4(c). (b) The execution and delivery of this Agreement and the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, consummation of the transactions contemplated hereby by the Company will not conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancellation, modification cancellation or amendment acceleration (including pursuant to any put right) of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of any a Lien upon any of the respective properties on assets or assets of Parent or Merger Subproperty, or right of first refusal with respect to any asset or property (any such conflict, violation, default, right of Parent’s other Subsidiariestermination, undercancellation or acceleration, loss, creation or right of first refusal, or result in the acceleration or trigger of any paymentchange, time of paymenta "Violation"), vesting or increase in the amount of any compensation or benefit payable pursuant to, (i) any provision of the Company Certificate of Incorporation or Company Bylaws or the comparable documents of any of the terms, conditions its Subsidiaries or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation (ii) except as to which Parent requisite waivers or Merger Sub, or any consents have been obtained and specifically identified in Section 3.4 of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) the Disclosure Schedule and assuming the consents, approvals, orders, authorizations, registrations, authorizations or permits and filings or permits notifications referred to in paragraph (c)) of this Section 4.4(b) 3.4 are duly and timely obtained or made and and, in the Parent Required Votecase of the Merger, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have Company Stockholder Approval has been obtained, conflict with any loan or violate any Laws applicable to Parent or Merger Subcredit agreement, note, mortgage, deed of trust, indenture, lease, Company License (as defined in Section 3.7), Company Benefit Plan (as defined in Section 3.14), Company Material Contract (as defined in Section 3.18), or any other agreement, obligation, instrument, concession or license or any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, any of Parent’s other Subsidiaries, its Subsidiaries or any of their respective properties or assets; assets except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) or Liens Violations which would not individually or in the aggregate have not had, adversely affect the Company and would not be reasonably likely to have or result in, its Subsidiaries taken as a Material Adverse Effect on Parent or Merger Subwhole in any material respect. (bc) No material filing consent, approval, order or registration withauthorization of, or registration, declaration or notification filing with, notice to, or orderpermit from any court, authorizationadministrative agency or commission or other governmental authority or instrumentality, consent domestic or approval offoreign (a "Governmental Entity'), any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent or Merger Sub, the Company or any of Parent’s other Subsidiaries, its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by Parent or Merger Sub, the Company or the consummation by Parent or Merger Sub the Company of the Mergers or any other transactions contemplated hereby, except for for: (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote actions and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as that may be required under the insurance laws and regulations of the jurisdictions in which the Subsidiaries of the Company that are insurance companies are domiciled or licensed, each of which is listed in Section 3.4(c)(i) of the Disclosure Schedule; (ii) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), and the expiration or termination of the applicable waiting period thereunder; (viiii) the filing with the SEC of a proxy statement in definitive form relating to the approval by the holders of Company Common Stock of the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement"); (iv) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of Delaware; (v) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws; (vi) the New York Secretary of State, Company Stockholder Approval; and (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that where the failure to obtain consent, approval, order, or make individually authorization of, or in the aggregate registration, declaration or filing with, notice to, or permit from a Government Entity would not be reasonably likely to have or result adversely affect the Company and its Subsidiaries taken as a whole in a Material Adverse Effect on Parentany material respect.

No Violations; Consents and Approvals. (a) Neither None of the execution, delivery and or performance by any of this Agreement by Parent Acquiror or Merger Sub, nor its Subsidiaries of each Transaction Document to which it is a party or the consummation by Parent or Merger Sub any of Acquiror and its Subsidiaries of the Mergers or any other transactions contemplated hereby thereby will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, or result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment acceleration of any material obligation or loss of a material benefit under, accelerate the performance required by, or result in the creation of any a Lien upon upon, any of the respective properties or assets of Parent Acquiror and its Subsidiaries under (i) the charters or Merger Subbylaws, or any comparable documents of Parent’s other Acquiror and its Subsidiaries, under, or result (ii) subject to obtaining the third-party consents set forth in Schedule 6.03 (the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to"Acquiror Consents"), any of the termsloan or credit agreement, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining management or joint venture agreement, agreement or (iii) other instrument or obligation to which Parent or Merger Subagreements, instruments, or any permits, concessions, franchises, licenses, variances, exemptions, orders and approvals of Parent’s other all Governmental Entities applicable to Acquiror and its Subsidiaries, is a party or by which any of them or any of their respective properties or assets or properties may be bound(the "Acquiror's Permits") , or (iv) subject to the governmental filings and other matters referred to in Section 6.03(b), any Law applicable to Acquiror or its Subsidiaries or any of their respective properties or assets other than, in the case of clauses (iii) assuming and (iv), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, could not reasonably be expected to have an Acquiror Material Adverse Effect. (b) Except for the filing of the Certificate of Merger, the Articles of Merger, applicable HSR Filings and other consents, approvals, orders, authorizations, registrations, declarations, filings or permits referred to and agreements expressly provided for in Section 4.4(b) are duly the Transaction Documents, and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available except for filings under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtainedExchange Act, conflict with no consent, approval, order or violate any Laws applicable to Parent or Merger Subauthorization of, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration withregistration, declaration or notification to, or order, authorization, consent or approval offiling with, any Governmental Entity or any other Person is required with respect to be obtained or made by Parent or Merger Sub, Acquiror or any of Parent’s other its Subsidiaries, in connection with the execution, delivery and or performance by Acquiror of this Agreement by Parent each Transaction Document to which it is or Merger Sub, will be a party or the consummation by Parent or Merger Sub it of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25thereby except for consents, (v) such filingsapprovals, orders, authorizations, approvals registrations, declarations or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that filings the failure of which to obtain or to make would not, individually or in the aggregate would not be reasonably likely to aggregate, have or result in a an Acquiror Material Adverse Effect on ParentEffect.

No Violations; Consents and Approvals. (a) Neither the execution, execution and delivery and performance of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby by this Agreement will (i) violate any provision of the certificate of incorporation, articles of association Parent's or Sub's respective charter or bylaws or the bylaws organizational documents of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s SubsidiariesExchanges, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a violation or breach of any provision of of, require consents under or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default, or bothgive rise to any lien, would constitute a default) under, result in the termination of or a right of termination, cancellation, modification cancellation or amendment under, accelerate the performance required by, or result in the creation acceleration of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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, right under any of the terms, conditions or provisions of any lease, license, franchise, permit, agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement indenture or other instrument or obligation of indebtedness to which Parent Parent, Sub or Merger Sub, or any of Parent’s other Subsidiaries, the Exchanges is a party party, or by which any of them Parent, Sub or the Exchanges or any of their respective assets or properties may be is bound, or (iii) assuming violate any statute, rule, regulation, order or decree of any public body or authority by which Parent, Sub or the Exchanges or any of their respective assets or properties is bound, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or rights that either individually or in the aggregate would not reasonably be expected to have a Parent Material Adverse Effect or materially impair Parent's, Sub's or the Exchanges' ability to consummate the transactions contemplated by this Agreement or for which Parent, Sub or the Exchanges has received or, before the Effective Time, will have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by Parent, Sub or the Exchanges, or the consummation by Parent, Sub or the Exchanges of the transactions contemplated by this Agreement, except (i) expiration of the waiting period under the HSR Act, (ii) in connection with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Bureau, (iv) any filings and consents that may be required under any Environmental Law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filings with and approvals of the California Commissioner of Insurance, and (vi) any other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings or permits referred to in Section 4.4(b) are duly and timely not obtained or made and before the Parent Required Vote, Effective Time the affirmative vote to increase the number failure of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Subwould not reasonably be expected to, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to aggregate, have or result in a Parent Material Adverse Effect on Effect, or materially impair Parent's or Sub's ability to perform its obligations under this Agreement or prevent the consummation of any of the transactions contemplated by this Agreement.

No Violations; Consents and Approvals. (a) Neither None of the execution, delivery and or performance by any Holiday Party of this Agreement by Parent each Transaction Document to which it is a party or Merger Sub, nor the consummation by Parent or Merger Sub any Holiday Party of the Mergers or any other transactions contemplated hereby thereby will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, or result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment acceleration of any material obligation or loss of a material benefit under, accelerate the performance required by, or result in the creation of any a Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s (other Subsidiaries, 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 tothan a Permitted Lien) upon, any of the termsproperties or assets (including without limitation the Retained Assets) of the Retained Companies under (i) the charter or bylaws of the Retained Companies, conditions (ii) subject to obtaining the third-party consents set forth in Schedule 5.03 (the "Retained Companies' Consents"), any loan or provisions of any credit agreement, note, bond, mortgage, indenture, guaranteelease (other than tenant leases), other evidence of indebtednessManagement Agreement or Joint Venture agreement applicable to any Retained Company, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective properties or assets, (iii) other agreements, instruments, or any permits, concessions, franchises, licenses, variances, exemptions, orders and approvals of all Governmental Entities applicable to any Retained Company, or any of their respective properties or assets or properties may be bound("Retained Companies' Permits"), or (iv) subject to the governmental filings and other matters referred to in Section 5.03(b), any Law applicable to the Retained Companies or any of their respective properties or assets (including without limitation the Retained Assets), other than, in the case of clauses (iii) assuming and (iv), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, could not reasonably be expected to have a Retained Companies Material Adverse Effect. (b) Except for the filing of the Certificate of Merger, the Articles of Merger, applicable HSR Filings and other consents, approvals, orders, authorizations, registrations, declarations, filings or permits referred to and agreements expressly provided for in Section 4.4(b) are duly and timely obtained or made and the Parent Required VoteTransaction Documents, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtainedno consent, conflict with or violate any Laws applicable to Parent or Merger Subapproval, order, authorization of, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration withregistration, declaration or notification to, or order, authorization, consent or approval offiling with, any Governmental Entity or any other Person is required with respect to be obtained or made by Parent or Merger SubHC, HII or any of Parent’s the other Subsidiaries, Retained Companies in connection with the execution, delivery or performance by each of HC and performance HII of this Agreement by Parent each Transaction Document to which it is or Merger Sub, will be a party or the consummation by Parent HC or Merger Sub HII, as the case may be, of the Mergers or any other transactions contemplated herebythereby, except for (i) compliance with any applicable requirements of the Exchange Actconsents, (ii) compliance with any applicable requirements of the Securities Actapprovals, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filingsorders, authorizations, approvals registrations, declarations or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that filings the failure of which to obtain or to make would not, individually or in the aggregate would not be reasonably likely to aggregate, have or result in a Retained Companies Material Adverse Effect on ParentEffect.

No Violations; Consents and Approvals. (ai) Neither Assuming that the Stockholder Approvals are obtained and that the Credit Facility is amended as contemplated in Section 6.03(g), the execution, delivery and or performance by the Company or any of this Agreement by Parent its Subsidiaries of each Transaction Document to which any of them is or Merger Sub, nor will be a party or the consummation by Parent the Company or Merger Sub any of its Subsidiaries of the Mergers or any other transactions contemplated hereby thereby (A) will (i) violate any provision not result in a violation or breach of the Articles of Organization or the By-laws, the articles or certificate of incorporation, articles of association incorporation or the bylaws of Parent by-laws (or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing other organizational documents, as applicable, ) of any of Parent’s or Merger Sub’s Subsidiaries, the Subsidiaries and (B) subject to the governmental filings and other matters referred to in clause (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing)below, violate, conflict with, will not result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien mortgage, lien, charge, security interest or encumbrance of any kind (a "Lien"), other than a Permitted Lien, upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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, Company and its Subsidiaries under (1) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guaranteecontract, other evidence of indebtednessagreement, lease, license, contractobligation, collective bargaining agreementinstrument, agreement offer, commitment, understanding or other instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which Parent or Merger Sub, the Company or any of Parent’s other Subsidiaries, Subsidiary is a party or by which any of them their properties or any of their respective assets or properties may be bound, or (iii2) assuming any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any Subsidiary. (ii) Except for consents, approvals, orders, authorizations, registrations, declarations or filings or permits referred to in Section 4.4(b) are duly as may be required under, and timely obtained or made other applicable requirements of, the Securities Act, the Exchange Act, and the Parent Required VoteHart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the affirmative vote "HSR Act") and filings under state securities or "blue sky" laws, and as required by the American Stock Exchange, no consent, approval, order or authorization of, or registration, declaration or filing with, any government or any court, administrative agency or commission or other governmental authority or agency, federal, state or local or foreign (a "Governmental Entity"), is required with respect to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, Company or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, its Subsidiaries in connection with the execution, delivery or 8 12 performance by the Company and performance any Subsidiary of this Agreement by Parent each Transaction Document to which it is or Merger Sub, will be a party or the consummation by Parent or Merger Sub the Company and its Subsidiaries of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, thereby (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that except where the failure to obtain such consents, approvals, orders or authorizations, or to make individually such registrations, declarations, filings or in the aggregate agreements would not be reasonably likely to have or result in a Material Adverse Effect on Parentthe Company and the Subsidiaries, taken as a whole).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Parent or and Merger Sub, Sub nor the consummation by Parent or and Merger Sub of the Mergers Merger or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association incorporation or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, documents of Merger Sub or any of Parent’s or Merger Sub’s other Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or 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, cancellation, modification cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, Sub or any of Parent’s other Subsidiaries, Subsidiaries 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 note, bond, mortgage, indenture, guarantee, guarantee or other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement plan or other legally binding instrument or obligation to which Parent or Merger Sub, Sub or any of Parent’s other Subsidiaries, Subsidiaries is a party or by which any of them or any of their respective properties or assets or properties may be bound, bound or affected or (iii) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits consents and approvals referred to in Section 4.4(b4.3(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, Subsidiaries or any of their respective properties or assets; except in the case of clauses clause (ii) and clause (iii), ) for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) defaults or Liens which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect on Parent or Merger SubEffect. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Sub, Sub or the consummation by Parent or and Merger Sub of the Mergers Merger or any other transactions contemplated hereby, except for (i) compliance the filing with any applicable requirements the SEC of the Exchange Act, (ii) compliance with any applicable requirements Proxy Statement in definitive form relating to the meeting of the Securities Act, (iii) compliance Company’s stockholders to be held in connection with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25hereby, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (viii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ixiii) any such filingconsents, registrationapprovals, declarationorders, notificationauthorizations, ordernotifications, authorizationregistrations, consent or approval that declarations and filings the failure of which to obtain be obtained or make made, individually or in the aggregate aggregate, has not had, and would not be reasonably likely to have or result in in, a Parent Material Adverse Effect on ParentEffect.

No Violations; Consents and Approvals. (a) Neither the The execution, delivery and performance of this Agreement and of the other NaftEl Transaction Documents by Parent or Merger SubNaxxXx xo not, nor and the consummation by Parent or Merger Sub xx XaftEl of the Mergers or any other transactions contemplated hereby contemplaxxx xxreby and thereby will not: (i) violate any provision of the certificate of incorporation, memorandum and articles of association or the bylaws associations of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s SubsidiariesNaftEl, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach violation xx xxxach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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, acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, licenseoption, contract, collective bargaining agreementundertaking, understanding, covenant, agreement or other instrument or obligation document (each, a "Contract") to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, NaftEl is a party or by which any NaftEl xx xxy of them the Purchased Assetx xxx be bound or any of their respective assets or properties may be boundotherwise subject, except for such items referred to as Required Consents, as hereinafter defined and set forth on Schedule 2.5(b), or (iii) assuming the consentsviolate any laws, approvalsstatutes, ordinances, orders, authorizationscodes, registrationsrules, filings regulations, policies, guidance documents, writs, judgments, decrees, injunctions or permits referred to in Section 4.4(bagreements of any Governmental Entity (as hereinafter defined) are duly and timely obtained or made and the Parent Required Vote(collectively, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws "Laws") applicable to Parent or Merger Sub, NaftEl or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger SubPurchased Assetx. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any legislative or executive agency or department or other regulatory service, authority or agency or any court, arbitration panel or other tribunal or judicial authority of any jurisdiction, political entity, body, organization, subdivision or branch (each, a "Governmental Entity Entity") or any other Person individual or other entity (a "Person") is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement or the other NaftEl Transaction Documents by Parent or Merger Sub, XxxxXx or the consummation by Parent or Merger Sub XxxxXx of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote contempxxxxx hereby and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parentthereby.

No Violations; Consents and Approvals. Except as set forth in Section 3.4 of the Disclosure Schedule and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (a) Neither the execution"HSR Act"), and the DGCL, and for the approval of this Agreement and the Merger by the Company's stockholders and the filing and recordation of the Certificate of Merger as required by the DGCL, neither the execution and delivery and performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the Mergers or any other transactions contemplated hereby will (i) conflict with or violate any provision of the certificate Restated Certificate of incorporation, articles Incorporation or Amended and Restated By-Laws of association the Company or the bylaws certificates of Parent incorporation or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws by-laws or similar governing documents, as applicable, organizational documents of any of Parent’s or Merger Sub’s its Subsidiaries, (ii) except for the Parent Credit Agreements require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, agency or official (which exception shall no longer be applicable on or prior to Closinga "Governmental Entity"), violate(iii) assuming the accuracy of the representations and warranties of, conflict withand performance of the covenants by Parent and Acquisition as set forth herein, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment acceleration) or require any consent under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, the Company or any of Parent’s other Subsidiaries, its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound, bound ("Company Agreements") or (iii) assuming result in the consents, approvals, orders, authorizations, registrations, filings imposition or permits referred to in Section 4.4(b) are duly and timely obtained or made and creation of any Lien on the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors assets of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, Company or any of Parent’s other Subsidiariesits Subsidiaries or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; except in the case of clauses (ii) and ), (iii) or (iv), for (A) where the failure to obtain such conflictspermits, violationsauthorizations, breaches, defaults, losses, obligations, payments, rights (if exercised) consents or Liens which individually approvals or in the aggregate have not had, and to make such filings would not be reasonably likely to have or result in, a Material Adverse Effect on Parent or Merger Sub. (b) No material filing or registration withthe Company and its Subsidiaries, declaration or notification totaken as a whole, or order(B) for such violations, authorization, consent breaches or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, defaults which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parentthe Company and its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (a) Neither the execution"HSR Act"), and the FBCA, if required by law, for the approval of this Agreement and the Merger by the Shareholders and the filing of the Articles of Merger required by the FBCA, neither the execution and delivery and performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the Mergers or any other transactions contemplated hereby by this Agreement will (i) conflict with or violate any provision of the certificate Articles of incorporation, articles Incorporation or ByLaws of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s SubsidiariesCompany, (ii) except for the Parent Credit Agreements require any filing with, or any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, agency or official (which exception shall no longer be applicable on or prior to Closinga "Governmental Entity"), violate(iii) assuming the accuracy of the representations and warranties of, conflict withand performance of the covenants by Parent and Acquisition as set forth in this Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment acceleration) or require any consent under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, the Company or any of Parent’s other Subsidiaries, the Company Subsidiaries is a party or by which any of them the Company or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, Company Subsidiaries or any of Parent’s other Subsidiariesits or their assets may be bound (except for any Lease, as defined in Section 4.24) (collectively, the "Company Agreements") or result in the imposition or creation of any lien, charge, security interest, option, claim or encumbrance of any nature whatsoever (collectively, "Liens") on the assets of the Company or any of the Company Subsidiaries or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of the Company Subsidiaries or any of its or their respective properties or assets; except in the case of clauses (ii) and ), (iii) or (iv), for (A) where the failure to obtain any such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration with, declaration or notification to, or orderpermit, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) make any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate filing would not be reasonably likely to have or result in a Material Adverse Effect on Parentthe Company and the Company Subsidiaries, taken as a whole, or (B) any such violation, breach or default which would not have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole, or would not prevent or materially delay the consummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (ai) Neither None of the execution, delivery or performance by each of the Company and performance VRM of any Reorganization Agreement and the Interim Services Agreement, in each case, to which it is a party or the consummation by each of the Company and VRM of the transactions contemplated thereby (assuming, (i) with respect to the Merger and the Distribution, the approval and adoption of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub affirmative vote of the Mergers or any other transactions contemplated hereby will (i) violate any provision holders of a majority of the certificate outstanding shares of incorporationCompany Common Stock entitled to vote thereon and (ii) formal declaration of the Distribution by the Company's Board of Directors) (A) will conflict with, articles of association or result in a violation or breach of, the Company Charter or the bylaws of Parent or Merger Sub, as applicable, Company By-laws or the certificate of incorporationincorporation or by-laws, articles or comparable organizational documents of association, bylaws VRM and the Subsidiaries of the Company or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (iiB) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, will conflict with, or result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment acceleration of any material obligation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, or A-12 (iiiii) assuming the Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act, applications or permits referred to in filings with the Federal Energy Regulatory Commission under Section 4.4(b) are duly 203 of the Federal Power Act, filings and/or notifications under the Investment Canada Act, Competition Act and timely obtained other applicable Canadian laws, filings under state securities or made "blue sky" laws and the Parent Required Votefiling of the Certificate of Merger (collectively, the affirmative vote "Regulatory Filings"), other consents, approvals, orders, authorizations, registrations, declarations, filings and agreements expressly provided for in the Reorganization Agreements, and any notice or other filings to increase be made following the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtainedEffective Time, conflict with no consent, approval, order or violate any Laws applicable to Parent or Merger Subauthorization of, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No material filing or registration withregistration, declaration or notification to, or order, authorization, consent or approval offiling with, any Governmental Entity government or any court, arbitral tribunal, administrative agency or commission or other Person governmental or other regulatory authority or agency, Federal, state, local or foreign (a "Governmental Entity") is required with respect to be obtained or made by Parent or Merger Subthe Company, VRM or any Subsidiary of Parent’s other Subsidiarieseither, in connection with the execution, delivery or performance by the Company and performance VRM of this any Reorganization Agreement, the Interim Services Agreement by Parent or Merger Subthe Assignment and Assumption Agreements, in each case, to which it is a party or the consummation by Parent or Merger Sub the Company and VRM, as the case may be, of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, thereby (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements, individually or in the aggregate aggregate, would not be reasonably likely to have or result in a Material Adverse Effect on Parentthe Retained Companies, taken as a whole, or a material adverse effect on the ability of the VRM Companies to consummate the transactions contemplated by, or to satisfy their obligations under, the Reorganization Agreements).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and or performance of this Agreement by Parent or Merger Sub, Seller nor the consummation by Parent or Merger Sub Seller of the Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association incorporation or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, governmental documents of any of Parent’s or Merger Sub’s SubsidiariesSeller, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation, modification cancellation or amendment acceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, Seller is a party or by which any of them it or any of their respective its assets or properties may be bound, bound or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub, Seller or any of Parent’s other Subsidiaries, or any of their respective properties or its assets; except in the case of clauses (ii) and (iii), ) for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) breaches or Liens defaults which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Seller Material Adverse Effect on Parent or Merger SubEffect. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or any other Person third party is legally required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, Seller in connection with the execution, delivery and or performance of this Agreement by Parent or Merger Sub, Seller or the consummation by Parent or Merger Sub Seller of the Mergers or any other transactions contemplated hereby. (c) As of the date hereof, except for (i) compliance with any applicable requirements the Seller has performed (and as of the Exchange ActClosing Date, the Seller will have performed) all obligations required to be performed by it to date under the ANZ Guarantees, (ii) compliance with no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of Seller or any applicable requirements of Affiliate under the Securities ActANZ Guarantees, and (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) to the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors knowledge of the Second Merger and Seller, no other party to senior credit facility guaranteed by the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described ANZ Guarantees is in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with default in any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parentrespect thereunder.

No Violations; Consents and Approvals. (a) Neither the execution, delivery and or performance of this Agreement by Parent or Merger Sub, Seller nor the consummation by Parent or Merger Sub Seller of the Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association incorporation or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, governmental documents of any of Parent’s or Merger Sub’s SubsidiariesSeller, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation, modification cancellation or amendment acceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, Seller is a party or by which any of them it or any of their respective its assets or properties may be bound, bound or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub, Seller or any of Parent’s other Subsidiaries, or any of their respective properties or its assets; except in the case of clauses (ii) and (iii), ) for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) breaches or Liens defaults which individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Seller Material Adverse Effect on Parent or Merger SubEffect. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity administrative agency or commission or other governmental authority or instrumentality (each a "GOVERNMENTAL ENTITY") or any other Person third party is legally required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, Seller in connection with the execution, delivery and or performance of this Agreement by Parent or Merger Sub, Seller or the consummation by Parent or Merger Sub Seller of the Mergers or any other transactions contemplated hereby. (c) As of the date hereof, except for (i) compliance with any applicable requirements the Seller has performed (and as of the Exchange ActClosing Date, the Seller will have performed) all obligations required to be performed by it to date under the ANZ Guarantees, (ii) compliance with no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of Seller or any applicable requirements of Affiliate under the Securities ActANZ Guarantees, and (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) to the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors knowledge of the Second Merger and Seller, no other party to senior credit facility guaranteed by the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described ANZ Guarantees is in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with default in any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parentrespect thereunder.

No Violations; Consents and Approvals. (a) Neither the execution, execution and delivery and performance by a Seller Party of this Agreement by Parent or Merger Sub, nor the Ancillary Documents to which a Seller Party is or will be a party or the consummation by Parent or Merger Sub Seller of the Mergers or any other transactions contemplated hereby Transactions and the Reorganization will (ia) violate any provision of the certificate Governing Documents of incorporationa Seller Party, articles of association (b) violate any Law applicable to, binding upon or the bylaws of Parent or Merger Subenforceable against a Seller Party, as applicable(c) result in any breach of, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a material default (or an event whichwhich would, with the passage of time or the giving of notice or lapse of time, or both, would constitute a material default) under, result in the termination of or give rise to a right of terminationpayment under or the right to terminate, cancellation, modification any material Contract to which any Seller Party is a party or amendment under, accelerate the performance required bybound, or (d) result in the creation or imposition of any Lien upon any of the respective properties or assets of Parent or Merger Suba Seller Party, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation each case with respect to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) 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 Parent or Merger Sub. (b) No – (d) that would reasonably be expected to impair or delay a Seller Party’s ability to consummate the Transactions or have an adverse and material effect on the Seller Parties taken as a whole. Assuming expiration or termination of all applicable waiting periods under the Hxxx-Xxxxx-Xxxxxx Act, except for the filing of the Certificates of Initial Merger and the Certificates of Final Merger, and except as set forth on Schedule 3.04, no material approval, consent, waiver, authorization or registration other order of, and no declaration, filing, registration, qualification, recording or other action or filing with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity Authority or any other Person is required to be obtained or made by Parent or Merger Sub, or any on behalf of Parent’s other Subsidiaries, the Seller Parties in connection with the execution, delivery and or performance by the Seller Parties of this Agreement by Parent or Merger Sub, any Ancillary Document to which a Seller Party is or will be a party or the consummation by Parent or Merger Sub of the Mergers Transactions or any other transactions contemplated herebythe Reorganization by the Seller Parties, except for (i) compliance with any applicable requirements of where the Exchange Actfailure to obtain such approval, (ii) compliance with any applicable requirements of the Securities Actconsent, (iii) compliance with any applicable state securities waiver, authorization or “blue sky” other order, or takeover Lawsto make such declaration, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declarationqualification, notification, order, authorization, consent recording or approval that the failure to obtain or make individually or in the aggregate other action would not reasonably be reasonably likely expected to have impair or result in delay a Material Adverse Effect on ParentSeller Party’s ability to consummate the Transactions or the Reorganization.

No Violations; Consents and Approvals. (a) Neither the execution, The execution and delivery and performance of this Agreement by Parent or and Merger Sub, nor compliance with the provisions of this Agreement by Parent and Merger Sub, and the consummation by Parent or Merger Sub of the Mergers or any Merger and the other transactions contemplated hereby by this Agreement will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, not conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancellation, modification termination or amendment under, accelerate the performance required by, or result in the creation acceleration of any Lien upon obligation or to loss of any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, material rights 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, or result in the creation of any lien upon any of the termsproperties or assets of Parent or Merger Sub under, conditions or provisions (i) the organizational documents of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, (ii) any Contract applicable to Parent or any of Parent’s other Subsidiaries, is a party Merger Sub or by which any of them or any of their respective assets properties or properties may be boundassets, or (iii) assuming subject to the consents, approvals, orders, authorizations, registrations, filings or permits with Governmental Entities and other matters referred to in Section 4.4(b) are duly and timely obtained or made the following sentence, and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption approval of this Agreement and the transactions contemplated hereby Merger by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors shareholders of the Second Merger have been obtainedCompany, conflict with any judgment, order, decree, or violate any Laws Law applicable to Parent or Merger Sub, Sub or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except , other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, lossesrights, obligations, payments, rights (if exercised) or Liens which that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect material adverse effect on Parent and Merger Sub (considered as one entity) or their ability to consummate the Merger Sub. (b) and the other transactions contemplated by this Agreement. No material filing consent, approval, order, or authorization of, or registration or filing with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, Sub in connection with the execution, execution and delivery and performance of this Agreement by Parent or Merger Sub, Sub or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated herebyby this Agreement, except for (i) compliance the filing with any applicable requirements the SEC of (A) the Schedule 13E-3 (including amendments or supplements thereto), and (B) such reports under Section 12 or 13(a) of the Exchange Act, (ii) compliance as may be required in connection with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25this Agreement (including amendments or supplements thereto), (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (viii) the filing of the Certificates Articles of Merger with the Delaware Illinois Secretary of State and appropriate documents with the New York Secretary relevant authorities of Stateother jurisdictions in which Parent or Merger Sub is qualified to do business and such filings, if any, with any Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" Laws, (viiiii) compliance with those consents, approvals, orders, or authorizations of, or registrations or filings, that may be required solely by reason of the Company's (as opposed to any applicable requirements under stock exchange rules, (viiiother third party's) consents or approvals of any Governmental Entity, which are normally obtained after participation in the consummation of Merger and the other transactions contemplated by this type of transactionAgreement, and (ixiv) any such filingthose consents, registrationapprovals, declarationorders, notificationor authorizations of, orderor registrations or filings, authorizationthat, consent if not obtained or approval that the failure to obtain or make made, would not, individually or in the aggregate would not be reasonably likely to aggregate, have or result in a Material Adverse Effect material adverse effect on ParentParent and Merger Sub (considered as one entity).

No Violations; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub, and Acquisition Subsidiary nor the consummation by Parent or Merger Sub and Acquisition Subsidiary of the Mergers or any other transactions contemplated hereby will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws organizational documents of Parent or Merger SubAcquisition Subsidiary. (b) Neither the execution, as applicabledelivery and performance of this Agreement by Parent or Acquisition Subsidiary nor the consummation by Parent and Acquisition Subsidiary of the transactions contemplated hereby will: (i) require any filing with, or the certificate of incorporationconsent or approval of, articles of association, bylaws or similar governing documents, as applicable, of any Governmental Entity having jurisdiction over any of Parent’s the business or assets of Parent or Acquisition Subsidiary, except for (A) the requirements under the HSR Act, and (B) the filing of the Certificate of Merger Sub’s Subsidiaries, with the Delaware Secretary of State; (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation, modification cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, Acquisition Subsidiary 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 note, bond, mortgage, indenture, guarantee, guarantee or other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement plan or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, Acquisition Subsidiary is a party or by which any of them Parent or Acquisition Subsidiary or any of their respective properties or assets or properties may be bound, bound or affected; or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, Acquisition Subsidiary or any of their respective properties or assets; except in the case of clauses (ii) and (iii)) above, for such conflicts, violations, breaches, or defaults, lossesthat, obligations, payments, rights (if exercised) or Liens which individually or in the aggregate have not hadaggregate, and would not be reasonably likely to have or result in, constitute a Material Adverse Effect on Parent or Merger SubAcquisition Subsidiary. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent.

No Violations; Consents and Approvals. (a) Neither the execution, The execution and delivery and performance of this Agreement by Parent or and Merger Sub, nor compliance with the provisions of this Agreement by Parent and Merger Sub, and the consummation by Parent or Merger Sub of the Mergers or any Merger and the other transactions contemplated hereby by this Agreement will (i) violate any provision of the certificate of incorporation, articles of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s Subsidiaries, (ii) except for the Parent Credit Agreements (which exception shall no longer be applicable on or prior to Closing), violate, not conflict with, or result in a breach of any provision of violation of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancellation, modification termination or amendment under, accelerate the performance required by, or result in the creation acceleration of any Lien upon obligation or to loss of any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, material rights 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, or result in the creation of any lien upon any of the termsproperties or assets of Parent or Merger Sub under, conditions or provisions (i) the organizational documents of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, (ii) any Contract applicable to Parent or any of Parent’s other Subsidiaries, is a party Merger Sub or by which any of them or any of their respective assets properties or properties may be boundassets, or (iii) assuming subject to the consents, approvals, orders, authorizations, registrations, filings or permits with Governmental Entities and other matters referred to in Section 4.4(b) are duly and timely obtained or made the following sentence, and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption approval of this Agreement and the transactions contemplated hereby Merger by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors shareholders of the Second Merger have been obtainedCompany, conflict with any judgment, order, decree, or violate any Laws Law applicable to Parent or Merger Sub, Sub or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except , other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, lossesrights, obligations, payments, rights (if exercised) or Liens which that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect material adverse effect on Parent and Merger Sub (considered as one entity) or their ability to consummate the Merger Sub. (b) and the other transactions contemplated by this Agreement. No material filing consent, approval, order, or authorization of, or registration or filing with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, Sub in connection with the execution, execution and delivery and performance of this Agreement by Parent or Merger Sub, Sub or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated herebyby this Agreement, except for (i) compliance the filing with any applicable requirements the SEC of (A) the Schedule 13E-3 (including amendments or supplements thereto), and (B) such reports under Section 12 or 13(a) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement (including amendments or supplements thereto), (ii) compliance the filing of the Articles of Merger with the Illinois Secretary of State and appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business and such filings, if any, with any Governmental Entities to satisfy the applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iviii) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby those consents, approvals, orders, or authorizations of, or registrations or filings, that may be required solely by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors reason of the Second Company’s (as opposed to any other third party’s) participation in the Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (v) such filings, authorizations, approvals or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of other transactions contemplated by this type of transactionAgreement, and (ixiv) any such filingthose consents, registrationapprovals, declarationorders, notificationor authorizations of, orderor registrations or filings, authorizationthat, consent if not obtained or approval that the failure to obtain or make made, would not, individually or in the aggregate would not be reasonably likely to aggregate, have or result in a Material Adverse Effect material adverse effect on ParentParent and Merger Sub (considered as one entity).

No Violations; Consents and Approvals. Except as set forth in Section 3.4 of the Disclosure Schedule attached hereto and incorporated herein (a) Neither the execution"Disclosure Schedule"), and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the URBCA, for the approval of this Agreement and the Merger by the Company's stockholders and the filing and recordation of the Articles of Merger required by the URBCA, neither the execution and delivery and performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the Mergers or any other transactions contemplated hereby by this Agreement will (i) conflict with or violate any provision of the certificate Articles of incorporation, articles Incorporation or ByLaws of association or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s or Merger Sub’s SubsidiariesCompany, (ii) except for the Parent Credit Agreements require any filing with, or any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, agency or official (which exception shall no longer be applicable on or prior to Closinga "Governmental Entity"), violate(iii) assuming the accuracy of the representations and warranties of, conflict withand performance of the covenants by Parent and Acquisition as set forth in this Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellationamendment, modification cancellation or amendment acceleration) or require any consent under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub, or any of Parent’s other Subsidiaries, 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 note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other instrument or obligation to which Parent or Merger Sub, or any of Parent’s other Subsidiaries, the Company is a party or by which any of them the Company or any of their respective its assets or properties may be boundbound (collectively, the "Company Agreements") or result in the imposition or creation of any lien, charge, security interest, option, claim or encumbrance of any nature whatsoever (collectively, "Liens") on the assets of the Company or (iiiiv) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote, the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25 and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger have been obtained, conflict with or violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub, the Company or any of Parent’s other Subsidiaries, or any of their respective its properties or assets; except in the case of clauses (ii) and ), (iii) or (iv), for (A) where the failure to obtain such conflictspermits, violationsauthorizations, breaches, defaults, losses, obligations, payments, rights (if exercised) consents or Liens which individually approvals or in the aggregate have not had, and to make such filings would not be reasonably likely to have or result in, a Material Adverse Effect on Parent or Merger Sub. (b) No material filing or registration with, declaration or notification tothe Company, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub, or any of Parent’s other Subsidiaries, in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub, or the consummation by Parent or Merger Sub of the Mergers or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub and after the First Merger the approval by Parent’s Board of Directors of the Second Merger and the affirmative vote to increase the number of shares available under the Parent Stock Incentive Plan as described in Section 4.25, (vB) such filingsviolations, authorizations, approvals breaches or expiration or termination of applicable waiting periods as may be required under the HSR Act, (vi) the filing of the Certificates of Merger with the Delaware Secretary of State and the New York Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, defaults which are normally obtained after the consummation of this type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parentthe Company.