Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do not, and the performance by EUA of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA or any of its Subsidiaries or any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to EUA or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA or any of its Subsidiaries is a party or by which EUA or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.044.4(b) and except as disclosed in Section 4.4(a) of the Company Disclosure Letter, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement and the Stock Option Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and thereunder and the consummation of the Merger and other transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, States any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by 12 17 which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA Inprise do not, and the performance by EUA Inprise of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA Inprise or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Inprise or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Inprise Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA Inprise or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA Inprise or any of its Subsidiaries is a party or by which EUA Inprise or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on Inprise and its Subsidiaries taken as a whole or on the ability of Inprise to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”) upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization charter or bylaws (of the Company or other comparable charter documents) any of EUA's its Subsidiaries, respectively, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals the Company Stockholders’ Approval (as defined in Section 6.3 below) and the taking of any other the actions described in paragraph (b) of this Section 4.043.4, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, decree, order, writ, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision subdivision, or the Nasdaq NMS (a "“Governmental or Regulatory Authority") ”), applicable to EUA or any of the Company, its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA the Company or any of its Subsidiaries is a party or by which EUA or any of the Company, its Subsidiaries or any of their respective assets or properties is are subject to or bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company.

Non-Contravention; Approvals and Consents. (a) The Except for the filing of the Agreement of Merger and other appropriate merger documents required by the DGCL and NYBCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, the execution and delivery of this Agreement by EUA do each of MAT and the Selling Shareholders does not, and the performance by EUA each of MAT and the Selling Shareholders of its or his obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien pledges, claims, liens, charges, encumbrances, and security interests of any kind or nature whatsoever (collectively, "LIENS") upon any of the assets or properties of EUA MAT or any of its Subsidiaries such Selling Shareholder or an Other MAT Shareholder under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates certificate or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's SubsidiariesMAT, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "lawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "ordersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") ), applicable to EUA MAT or such Selling Shareholder or any Other MAT Shareholder or any of its Subsidiaries or any of their respective his assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which EUA MAT or any of its Subsidiaries such Selling Shareholder or an Other MAT Sharholder is a party or by which EUA MAT or such Selling Shareholder or Other MAT Shareholder or any of its Subsidiaries or any of their respective his assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.043.04(b), (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures is a party or by which EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by EUA do Duck does not, and the performance by EUA Duck of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of EUA or any of its Subsidiaries or Duck under any of the terms, conditions conditions, or provisions of (ix) the EUA Trust Agreement or the certificates or articles Certificate of incorporation or organization or bylaws (or other comparable charter documents) Incorporation of EUA's Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04Duck, (xy) any statute, law, rule, regulation regulation, or ordinance (togethercollectively, "lawsLaws"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA Duck or any of its Subsidiaries or any of their respective assets or properties, or (yz) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation obligation, or agreement of any kind (togethercollectively, "Contracts") to which EUA or any of its Subsidiaries Duck is a party or by which EUA Duck or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations creations, and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Material Adverse EffectEffect on Duck or on its ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Schedule 3.04, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter organizational documents) of EUA's Subsidiaries, the Company or any of its Subsidiaries or (ii) to the best of the Company's knowledge, subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any government, court, tribunal, arbitrator, authority, agency, commission, stock exchange, self-regulatory organization, official or other instrumentality of the United States, any foreign country country, supranational organization or any domestic or foreign state, county, city or other political subdivision subdivision, including, without limitation, the SEC or the Internal Revenue Service, (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and clause (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole, or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Significant Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Significant Subsidiaries, or (ii) (x) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could are not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the loss of a material benefit under, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Company Employee Benefit Plan, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole, on Parent and its Subsidiaries taken as a whole, or on the ability of the Company, Parent or Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement and the Stock Option Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and thereunder and the consummation of the Merger and other transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a "Lien") upon any of the assets or properties of EUA or any of its Subsidiaries or the Company under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws regulations (or other comparable charter documents) of EUA's Subsidiariesthe Company, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA or any of its Subsidiaries the Company is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such 48 10 conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effect.a material adverse effect on the Company taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (b) Except (i) for the filing of a premerger notification report by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (iii) for the filing of the Certificate of Merger, the Articles of Merger and other appropriate merger documents required by the OGCL and the PBCL with the Ohio Secretary of State and the Pennsylvania Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iv) as disclosed in Schedule 3.04 hereto, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Company is a party or by which the Company or any of its assets or properties is bound for the execution and delivery of this Agreement and the Stock Option Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder or the consummation of the transactions contemplated hereby and thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the Company or on the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. 3.05

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) subject to the EUA Trust Agreement or obtaining of the Company Shareholders' Approval, the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 4.04(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, the European Union or other supranational body, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or propertiesproperties or any Company Permits , or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") or any Company Employee Benefit Plan to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization code of regulations or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.043.04, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under the Company Store Leases other than those which can not reasonably be expected to have a material adverse impact on one or more Company Store Lease).

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation by it of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) ), subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any legislative or regulatory enactment, statute, lawordinance, rule, law or regulation or ordinance (together, "laws")) existing on the date of this Agreement, or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation obligation, rate, rate schedule, tariff; utility service agreement or like document filed with or approved by any Governmental or Regulatory Authority, or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse Effect, or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution and delivery of this Agreement and all related agreements by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and thereunder and the consummation of the Merger and other transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization code of regulations of the Company or bylaws (or other comparable charter documents) any of EUA's its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals ’ Approval and the taking of any other the actions described in paragraph (b) of this Section 4.043.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"8 “Laws”) (including, without way of limitation, any “fair price,” “merger moratorium,” “control share acquisition” or other similar anti-takeover Laws), or any judgment, decree, order, writ, injunction, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, agreement, contract, lease or other instrument, obligation or agreement of any kind kind, whether written or oral (together, "“Contracts"”) to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”) upon any of the assets or properties of EUA or any of its Subsidiaries or the Company under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles certificate of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiariesthe Company, or (ii) subject to Table of Contents the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals the Company Stockholders’ Approval (as defined in Section 6.3 below) and the taking of any other the actions described in paragraph (b) of this Section 4.043.4, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, decree, order, writ, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries the Company is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.08(a) of the Selling Shareholder Disclosure Schedule, the execution and delivery of this Agreement by EUA the Selling Shareholder do not, and the performance by EUA the Selling Shareholder of its obligations hereunder and the consummation by it of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, reimbursement under or termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Governing Instrument of the Company or the certificates or articles any of incorporation or organization or bylaws (or other comparable charter documents) of EUA's its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any legislative or regulatory enactment, statute, lawordinance, rule, law or regulation or ordinance (togethercollectively, "laws")) existing on the date of this Agreement, or any judgment, decree, order, writ, permit or license (togethercollectively, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (each, a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation obligation, rate, rate schedule, tariff, utility service agreement or like document filed with or approved by any Governmental or Regulatory Authority, or agreement or undertaking of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse Effect, or a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.08(a) of the Selling Shareholder Disclosure Schedule, the execution and delivery of this Agreement by EUA the Selling Shareholder do not, and the performance by EUA the Selling Shareholder of its obligations hereunder and the consummation by it of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, reimbursement under or termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Governing Instrument of the Company or the certificates or articles any of incorporation or organization or bylaws (or other comparable charter documents) of EUA's its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any legislative or regulatory enactment, statute, lawordinance, rulelaw or regulation (collectively, regulation or ordinance (together, "“laws")”) existing on the date of this Agreement, or any judgment, decree, order, writ, permit or license (togethercollectively, "“orders"”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (each, a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation obligation, rate, rate schedule, tariff, utility service agreement or like document filed with or approved by any Governmental or Regulatory Authority, or agreement or undertaking of any kind (together, "“Contracts"”) to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse Effect, or a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”) upon any of the assets or properties of EUA or any of its Subsidiaries or the Company under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles certificate of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiariesthe Company, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals the Company Stockholders’ Approval (as defined in Section 6.3 below) and the taking of any other the actions described in paragraph (b) of this Section 4.043.4, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, decree, order, writ, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries the Company is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA SoftQuad do not, and the performance by EUA SoftQuad of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA SoftQuad or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's SoftQuad or any of its Subsidiaries, or (ii) subject to the obtaining of EUA ShareholdersSoftQuad Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, Canada and any other foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA SoftQuad or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA SoftQuad or any of its Subsidiaries is a party or by which EUA SoftQuad or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments payment or reimbursementsreimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on SoftQuad and its Subsidiaries taken as a whole or on the ability of SoftQuad to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA A1 do not, and the performance by EUA A1 of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, (i) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation 32 21 or imposition of any Lien upon any of the assets or properties of EUA or any of its Subsidiaries or A1 Entity under, any of the terms, conditions or provisions of (ix) the EUA Trust Agreement or the certificates certificate or articles of incorporation or organization By-laws (in the case of a corporation), trust agreement, declaration of trust, deed or bylaws trustees' regulations (in the case of a trust), limited liability company or operating agreement or registration certificate (in the case of a limited liability company) or agreement or certificate of partnership or joint venture (in the case of a partnership or joint venture) (including, in each such case, all amendments, supplements, other comparable charter documentsmodifications and assignments thereof) ("Charter Documents") of EUA's Subsidiariesany A1 Entity, or (iiy) subject to the obtaining of EUA Shareholdersthe A1 Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04and the obtaining of the consents and approvals, the making of the filings and the giving of the notices described in Section 3.1.4 of the A1 Disclosure Letter, (x1) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA any A1 Entity or any of its Subsidiaries or any of their respective assets or properties, or (y2) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, deed of trust, deed to secure debt, security agreement, co-tenancy agreement, reciprocal easement agreement, management agreement, leasing agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (including, in each case, all amendments, supplements, other modifications and assignments thereof) (together, "Contracts") to which EUA or any of its Subsidiaries A1 Entity is a party or by which EUA any A1 Entity or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x1) and (y2) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the A1 Entities taken as a whole or on the ability of A1 to consummate the transactions contemplated by this Agreement or (ii) to the knowledge of A1, adversely affect the qualification of A1 as a REIT.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter organizational 9 14 documents) of EUA's Subsidiaries, the Company or any of its Subsidiaries or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any government, court, tribunal, arbitrator, authority, agency, commission, stock exchange, self-regulatory organization, official or other instrumentality of the United States, any foreign country country, supranational organization or any domestic or foreign state, county, city or other political subdivision subdivision, including, without limitation, the SEC, the Internal Revenue Service, the Commodities Futures Trading Commission, the NASDR, the National Futures Association, the UK Listing Authority or the Financial Services Authority) (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole, or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA Grizzly do not, and the performance by EUA Grizzly of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA Grizzly or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Grizzly or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Grizzly Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA Grizzly or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA Grizzly or any of its Subsidiaries is a party or by which EUA Grizzly or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effect.a material adverse effect on Grizzly and its Subsidiaries taken as a whole or on the ability of Grizzly to consummate the transactions contemplated by this Agreement. (b) Except (i) for the filing of a premerger notification report by Grizzly under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the MBCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) the filing(s) as may be required by the Investment Canada Act and/or the A-7

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in the Company Disclosure Letter, the execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA or any of its Subsidiaries or the Company under, any of the terms, conditions or provisions of (i) subject to the EUA Trust Agreement or obtaining of the Company Shareholders' Approval, the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiariesthe Company, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Article, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA or any of its Subsidiaries the Company is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 4.4(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws by-laws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to obtaining the obtaining of EUA ShareholdersCompany Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.044.4(b), (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such ), conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization regulations or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Significant Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter organizational documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization regulations or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.043.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, breaches and defaults, payments or reimbursementssuch rights of payment, terminationsreimbursement, cancellationstermination, modificationscancellation, accelerations modification and acceleration, and such creations and impositions of Liens Liens, which, individually or in the aggregate, could would not be reasonably be expected to have an EUA a Company Material Adverse Effect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Seller Parent and the Seller do not, and the performance by EUA each of them of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien Encumbrances upon any of the assets or properties of EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Organizational Documents of the Seller Parent, the Seller, the Company or any of the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Company’s Subsidiaries, or (ii) subject to the obtaining of EUA the Seller Parent Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals ’ Approval and the taking of any other the actions described in this Section 4.042.4(b), (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, decree, order, writ, permit or license (together, "“orders"”), of any court, tribunal, tribunal arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth except as disclosed in Section 4.04 2.4 of the EUA Seller Parent Disclosure Letter (the "EUA Required Consents")Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries them is a party or by which EUA or any of its Subsidiaries them or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Seller Parent or the Seller to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ai) The Subject to obtaining the CRC Stockholders' Approval and the taking of the actions described in paragraph (ii) of this Section 4.01(d), the execution and delivery of this Agreement by EUA CRC do not, and the performance by EUA CRC of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA CRC or any of its the CRC Acquired Subsidiaries or under, any of the terms, conditions or provisions of (ix) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws by-laws (or other comparable charter documents) of EUA's CRC or any of the CRC Acquired Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (xy) any statute, law, rule, regulation regulation, or ordinance (togethercollectively, "lawsLaws"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA CRC or any of its the CRC Acquired Subsidiaries or any of their respective assets or properties, properties which are part of the Acquired Businesses or (yz) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, licenselicense (except for the license agreement with Carnival, which shall terminate at Closing), franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which EUA CRC or any of its the CRC Acquired Subsidiaries is a party or by which EUA CRC or any of its the CRC Acquired Subsidiaries or any of their respective assets or properties which are part of the Acquired Businesses is bound, excluding from except for any of the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens matters which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse EffectEffect on the Acquired Business, taken as a whole, or on the ability of CRC to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other the actions and obtaining the approvals described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign domestic, state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse EffectEffect or adversely affect in any material respect the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Significant Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Significant Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "ordersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization code of regulations or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consentsif required by law, EUA Required Statutory Approvals and the taking of any other the actions described in paragraph (b) of this Section 4.04, (x) any statute, law, rule, regulation or - ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, - mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, - - violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens whichthat, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Xxxxxx Holdings Merger Agreement (as defined in Section 10.11(i))).

Non-Contravention; Approvals and Consents. (a) 1. The execution and delivery of this Agreement by EUA the Seller Parent and the Seller do not, and the performance by EUA each of them of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien Encumbrances upon any of the assets or properties of EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Organizational Documents of the Seller Parent, the Seller, the Company or any of the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Company’s Subsidiaries, or (ii) subject to the obtaining of EUA the Seller Parent Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals ’ Approval and the taking of any other the actions described in this Section 4.042.4(b), (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, decree, order, writ, permit or license (together, "“orders"”), of any court, tribunal, tribunal arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth except as disclosed in Section 4.04 2.4 of the EUA Seller Parent Disclosure Letter (the "EUA Required Consents")Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries them is a party or by which EUA or any of its Subsidiaries them or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Seller Parent or the Seller to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company and each Founder do not, and the performance by EUA the Company and each Founder of its their respective obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or any Founder under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws by-laws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "lawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "ordersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") ), applicable to EUA or the Company, any of its Subsidiaries or any Founder or any of their respective assets or properties, or (yiii) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which EUA or the Company, any of its Subsidiaries or any Founder is a party or by which EUA or the Company, any of its Subsidiaries or any Founder or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or any of the terms, conditions or provisions of (i) the EUA Trust Agreement of the Company or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUAthe Company's Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA the Company Required Consents, EUA the Company Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Company Disclosure Letter (the "EUA Company Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA a Company Material Adverse Effect.. (b) No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the Company Disclosure Letter or the failure of which to obtain could not reasonably be expected to result in a Company Material Adverse Effect (the "Company Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such Company Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law). 4.05