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

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent Buyer and the Merger-Merger Sub does not, not and the performance by the Parent Buyer and the Merger-Merger Sub of their obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent Buyer, or the Merger-Sub any of its Subsidiaries, under any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws laws (or other comparable charter documents) of Buyer or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section, (yx) any Laws Law or Orders Order of any Governmental or Regulatory Authority applicable to the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent Buyer or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-ability of Buyer and Merger Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Buyer under the HSR Act, (ii) for the filing of the Certificate Articles of Merger and other appropriate merger documents required by the DGCL NMBCA with the Secretary of State of Delaware New Mexico Corporation Commission and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (yiii) as disclosed in for the filing of Schedule 3.02(d)(ii) hereto14D-1 and Schedule 14D-9, no consent, approval, 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 Parent Buyer or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for by the execution and delivery of this Agreement by the Parent Buyer and the Merger-Merger Sub, the performance by the Parent Buyer and the Merger-Merger Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-ability of Buyer and Merger Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section 4.3, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect on the Parent and its Subsidiaries taken as a whole or the Merger-ability of Parent and Sub or on their ability to consummate the transactions contemplated by this Agreement. (b) Except for (i) the filing of a pre-merger notification report by Parent and Sub under, and any other actions required under, the HSR Act, (ii) Except the approvals listed on Schedule 3.4(b) (xwhich approvals Parent has no reason to believe, as of the date hereof, there will be any impediment to obtaining), and (iii) for the filing of the Articles of Merger and Certificate of Merger and other appropriate merger documents required by the MGCL and DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party by Parent is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority applicable to Parent or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's Parent and the Merger-Sub's ability to consummate the transactions contemplated by this Agreementits Subsidiaries taken as a whole.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent each of XXXX and the Merger-Sub does LLC do not, and the performance by the Parent each of XXXX and the Merger-Sub LLC of their 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, 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 on upon any of the respective assets or properties of the Parent XXXX, or the Merger-Sub under LLC under, any of the terms, conditions or provisions of (i) the XXXX Agreement and Declaration of Trust or the articles of organization of LLC, (ii) subject to the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent XXXX or the Merger-Sub LLC or any of their respective assets or properties, or (zy) subject to obtaining the third-party consents (the "XXXX Required Consents") set forth in Section 5.04 of the XXXX Disclosure Letter any Contracts to which either the Parent or the Merger-Sub XXXX is a party or by which either the Parent XXXX or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a XXXX Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, or action ofNo declaration, filing with or registration with, or notice to or authorization, consent or approval of, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder XXXX or LLC or the consummation by XXXX or LLC of the Merger and other transactions contemplated hereby, hereby except for such consents, approvals as described in Section 5.04 of the XXXX Disclosure Letter or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have result in a XXXX Material Adverse Effect on (the Parent"XXXX Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such XXXX Required Statutory Approvals shall mean making such declarations, the Merger-Sub filings or the Surviving Corporation registrations; giving such notices; obtaining such authorizations, consents or on the Parent's approvals; and the Merger-Sub's ability having such waiting periods expire as are necessary to consummate the transactions contemplated by this Agreementavoid a violation of law).

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Merger Sub does do not, and the performance by the each of Parent and the Merger-Merger Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Material Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate memorandum or articles of Incorporation association or By-Laws bylaws (or other comparable charter documents) of Parent or any of its Material Subsidiaries or (ii) subject to the obtaining of the Parent or Shareholders' Approval and the Merger-Subtaking of the actions described in paragraph (b) of this Section, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Parent Material Adverse Effect on or prevent, materially impair or materially delay the ability of Parent or the Merger-and Merger Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Parent under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to 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 DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iv) for the filings with, notices to, and approvals of, the LSE and NYSE, (v) the approval of any jurisdictional state regulating agencies, and (yvi) as disclosed in Schedule 3.02(d)(iiSection 5.4(b) heretoof the Parent Disclosure Letter, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Merger Sub, the performance by the each of Parent and the Merger-Merger Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for hereby other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect on or prevent, materially impair or materially delay the Parent, the Merger-ability of Parent and Merger Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Stock Option Agreement by Harsco and Acquisition Sub does do not, and the performance by the Parent Harsco and the Merger-Acquisition Sub of their obligations hereunder and thereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent Harsco or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Harsco or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any Law or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders Order of any Governmental or Regulatory Authority applicable to the Parent Harsco or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent Harsco or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Harsco or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-ability of Harsco and Acquisition Sub or on their ability to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (iib) Except (xi) for the filing of a premerger notification report by Harsco under the HSR Act, (ii) for the filing of the Certificate of Merger, the Articles of Merger and other appropriate merger documents required by the DGCL OGCL and the PBCL with the Ohio Secretary of State and the Pennsylvania Secretary of Delaware State and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (yiii) as disclosed in Schedule 3.02(d)(ii) 4.03 hereto, no consent, approval, 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 Parent Harsco or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Harsco or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Stock Option Agreement by Harsco and Acquisition Sub, the performance by the Parent Harsco and the Merger-Acquisition Sub of their respective obligations hereunder and thereunder or the consummation of the transactions contemplated herebyhereby and thereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-ability of Harsco and Acquisition Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement and the Stock Option Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Parent under the HSR Act, (ii) for the filing of the Offer Documents with the SEC, (iii) for the filing of the Certificate of Merger or Certificate of Ownership, as applicable, and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, business and (yiv) as disclosed either in Schedule 3.02(d)(ii) heretoSection 4.04 of the Company Disclosure Letter or Section 5.03 of the letter dated the date hereof and delivered to the Company by Parent and Sub concurrently with the execution and delivery of this Agreement (the "Parent Disclosure Letter"), no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent Parent, Merger Sub and the Merger-Cash Sub does do not, and the performance by the Parent Parent, Merger Sub and the Merger-Cash Sub of their obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under Station Assets under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent, Merger Sub or Cash Sub, or (ii) subject to the taking of the actions and obtaining the approvals described in paragraph (b) of this Section, (x) the Certificate of Incorporation any Law or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders Order of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Parent, Merger Sub, Cash Sub or any of their respective assets or propertiesParent Station Assets, or (zy) any Contracts Contract to which either the Parent Parent, Merger Sub or the Merger-Cash Sub is a party or by which either the Parent or the Merger-Parent, Merger Sub, Cash Sub or any of their respective assets or properties Parent Station Assets are bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, reimbursements, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Parent Material Adverse Effect on or adversely affect in any material respect the Parent or the Merger-ability of Parent, Merger Sub or on their ability and Cash Sub to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Parent under the HSR Act, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by pursuant to the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iii) for the FCC Approval, and (yiv) such reports under Section 13(d) of the Exchange Act as disclosed may be required in Schedule 3.02(d)(ii) heretoconnection with this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, no consent, approval, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent Parent, Merger Sub and the Merger-Cash Sub, the performance by the Parent Parent, Merger Sub and the Merger-Cash Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Parent Material Adverse Effect on or adversely affect in any material respect the ability of Parent, the Merger-Merger Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability Cash Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-SubParent, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule SCHEDULE 3.02(d)(ii) 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 Parent or the Merger- Merger-Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth 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 Schedule 3.02(d)(i) heretowhich the Constituent Corporations are qualified to do business, the execution and delivery of this Agreement by the Parent and the Merger-Sub NetStaff does not, and the performance by the Parent and the Merger-Sub NetStaff of their its obligations hereunder and the consummation of the 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, 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 on Liens upon any of the respective assets or properties of the Parent or the Merger-Sub under NetStaff under, any of the terms, conditions or provisions of (xi) the Certificate Articles of Incorporation or By-Laws Bylaws of the Parent NetStaff, or the Merger-Sub, (yii) (x) any Laws or Laws, Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub NetStaff or any of their respective its assets or properties, or (zy) any Contracts Contract to which either the Parent or the Merger-Sub NetStaff is a party or by which either the Parent or the Merger-Sub NetStaff or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, payments, reimbursements, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub NetStaff or on their the ability of NetStaff to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoSection 4.4 of NetStaff Disclosure Schedule, no consent, approval, 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 contract to which the Parent or the Merger- Sub NetStaff is a party or by which the Parent or the Merger-Sub NetStaff or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubNetStaff, the performance by the Parent and the Merger-Sub NetStaff of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation NetStaff or on the Parent's and the Merger-Sub's ability of NetStaff to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws code of regulations or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section 5.03, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent and its Subsidiaries taken as a whole or the Merger-ability of Parent and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a pre-merger notification report by Parent and Sub under, and any other actions required under, the HSR Act, (ii) for the filing of the Schedule TO with the SEC pursuant to the Exchange Act and the filing of certain information relating to the Offer under Section 1707.041 of the Ohio Revised Code and (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL OGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party that the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub Parent and its Subsidiaries taken as a whole or the Surviving Corporation or on the Parent's ability of Parent and the Merger-Sub's ability Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent each of NEES and the Merger-Sub does LLC do not, and xxx the performance by the Parent each of NEES and the Merger-Sub LLC of their obligations hereunder its oxxxxations here under 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, 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 on upon any of the respective assets or properties of the Parent NEES, or the Merger-Sub under any of LLC under, axx xf the terms, conditions or provisions of (i) the NEES Agreement and Dexxxxation of Trust or the articles of organization of LLC, (ii) subject to the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent NEES or the Merger-Sub LLC or any of their xxxir respective assets or properties, or (zy) any subject to obtaining the third-party consents (the "NEES Required Consentx") set forth in Section 5.04 of the NEES Disclosure Lettex xxy Contracts to which either the Parent or the Merger-Sub NEES is a party or by which either the Parent xxxch NEES or the Merger-Sub any of its Suxxxxiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a NEES Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementXxxect. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, or action ofNo declaration, filing with or registration with, or notice to or authorization, consent or approval of, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder NEES or LLC or the consummation coxxxxmation by NEES or LLC of the Mexxxx and other transactions contemplated hereby, hereby except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party as described in Section 5.04 of the NEES Disclosure Lettex xx the failure of which to make or obtain could not reasonably be expected to have result in a NEES Material Adverse Effect on Xxxect (the Parent"NEES Required Statutoxx Xpprovals," it being understood that references in this Agreement to "obtaining" such NEES Required Statutoxx Xpprovals shall mean making such declarations, the Merger-Sub filings or the Surviving Corporation registrations; giving such notices; obtaining such authorizations, consents or on the Parent's approvals; and the Merger-Sub's ability having such waiting periods expire as are necessary to consummate the transactions contemplated by this Agreementavoid a violation of law).

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does do not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any Law or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders Order of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any 27 32 of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Parent under the HSR Act, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iii) for the filing of the Schedule 14D-1 with the SEC pursuant to the Exchange Act, and the transactions contemplated hereby and (yiv) as disclosed in Schedule 3.02(d)(ii) 5.03 hereto, no consent, approval, 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 Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth disclosed in Schedule 3.02(d)(i) heretoExhibit 3.5 of the Disclosure Schedule, the ----------- execution and delivery of this Agreement by the Parent and the Merger-Sub Target does not, and the performance by the Parent and the Merger-Sub Target of their its obligations hereunder and the consummation of the 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 inpermit the termination of any provision of, or give to any person any right result in the termination of payment or reimbursement, termination, cancellation, modification the acceleration of the maturity or acceleration performance of, or result in the creation or imposition of any Lien on lien upon any of the respective assets or properties of the Parent Target or the Merger-Sub under its subsidiary under, any of the terms, conditions or provisions of (xi) the Certificate certificate of Incorporation incorporation or By-Laws bylaws of Target or its subsidiary, or (ii) subject to receipt of the Parent or requisite stockholder approval with respect to the Merger-Sub, (yA) any Laws statute, law, rule, regulation or Orders ordinance (together, "Laws"), or any judgment, decree, order, writ, injunction, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority Authority") applicable to the Parent Target or the Merger-Sub its subsidiary or any of their respective assets or properties, or (zB) any Contracts note, bond, mortgage, security agreement, indenture, license, franchise, contract or other instrument, obligation or agreement of any kind (together, "Contracts") to which either the Parent Target or the Merger-Sub its subsidiary is a party or by which either the Parent Target or the Merger-Sub its subsidiary or any of their respective assets or properties are is bound, excluding from or (C) any employee benefit plan or arrangement; except, with respect to the foregoing clauses clause (y) and (z) conflictsii), violationsthose which, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Target. (b) Except as disclosed in Exhibit 3.5 and except for (i) the Parentpremerger ----------- notification requirements of the HSR Act, (ii) the Merger-Sub requirements of the Exchange Act and the Nasdaq Stock Market, and (iii) the filing of appropriate documents relating to the Merger required by the DGCL, no consent, approval or action of, or filing with or notice to, any Governmental or Regulatory Authority or other person is required under any Law or Order or any Contract to which Target or its subsidiary is a party or by which Target or its subsidiary or any of their assets or properties is bound, for the execution and delivery of this Agreement by Target or the Surviving Corporation performance by Target of its obligations hereunder or on the Parent's and the Merger-Sub's ability to consummate consummation by Target of the transactions contemplated by this Agreementhereby, except those as to which the failure to make or obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Target.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent BioQuest and the Merger-Merger Sub does not, and the performance by the Parent BioQuest and the Merger-Merger Sub of their its obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-BioQuest and Merger Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws laws of the Parent or the Merger-BioQuest and Merger Sub, (y) any Laws laws or Orders orders of any Governmental governmental or Regulatory Authority regulatory authority applicable to the Parent or the Merger-BioQuest and Merger Sub or any of their respective its assets or properties, or (z) any Contracts contracts to which either the Parent or the Merger-BioQuest and Merger Sub is a party or by which either the Parent or the Merger-BioQuest and Merger Sub or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of Liensliens, which individually or in the aggregate, could would not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-BioQuest and Merger Sub or on their its ability to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the a Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities BioQuest and Biokeys are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(iiSCHEDULE 4.07(B) hereto, no consent, approval, or action of, filing with or notice to any Governmental governmental or Regulatory Authority regulatory authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law law or Order order of any Governmental governmental or Regulatory Authority regulatory authority or any Contract contract to which the Parent or the Merger- BioQuest and Merger Sub is a party or by which the Parent or the Merger-BioQuest and Merger Sub or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent BioQuest and the Merger-Merger Sub, the performance by the Parent BioQuest and the Merger-Merger Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental governmental or Regulatory Authority regulatory authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-BioQuest and Merger Sub or the Surviving Corporation or on the Parent's BioQuest and the Merger-Merger Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Buyer do not, and the performance by the Parent and the Merger-Sub Buyer of their its obligations hereunder and the consummation of the 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, 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 on Encumbrance upon any of the respective assets or properties of the Parent Buyer or the Merger-Sub any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Organization Documents of the Buyer or any of its Subsidiaries, or (ii) subject to the taking of the actions described in Section 3.3(b), (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent Buyer or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations, accelerations and creations and impositions of LiensEncumbrances which, which individually or in the aggregate, could do not have, and would not reasonably be reasonably expected to have have, a Material Adverse Effect material adverse effect on the Parent or ability of the Merger-Sub or on their ability Buyer to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report under the Certificate of Merger and other appropriate merger documents required by the DGCL HSR Act, (ii) filings with the Secretary of State of Delaware SEC under the Exchange Act and appropriate documents with various state securities authorities that are required in connection with the relevant authorities transactions contemplated by this Agreement, (iii) the approval of other states in which the Constituent Entities are qualified FERC pursuant to do businessSection 203 of the Power Act, (iv) to the extent required, notice to and approval of the applicable state public utility commissions, (v) registration, consents, approvals and notice required under the 1935 Act, and (yvi) as disclosed in Schedule 3.02(d)(ii) heretorequired pre-approvals of license transfers with the FCC, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent Buyer or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub Buyer of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's Buyer and the Merger-Sub's ability any of its Subsidiaries to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) Neither the execution and delivery by Seller or the Affiliate of Seller, as applicable, of this Agreement and the other Transaction Documents to which it is a party nor the consummation by such Person of the transactions contemplated hereby and thereby is an event that, of itself or with the giving of notice or the passage of time or both, will (i) conflict with the charter or bylaws of such Person, (ii) assuming that the consents and approvals described in Part A of Schedule - Seller's Consents are obtained, constitute a violation of, or conflict with or result in any breach of or any default under, or constitute grounds for termination or acceleration of, any material agreement or instrument to which such Person is a party or by which such Person is bound, or result in the creation of any material Liens upon any of the Transferred Assets or (iii) assuming receipt of the consents and approvals described in Part B of Schedule - Seller's Consents, violate any material judgment, decree or order or statute, rule or regulation applicable to Seller or the Business, except in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults or Liens which, either individually or in the aggregate would not have a Material Adverse Effect. (b) Except as set forth in on Part C of Schedule 3.02(d)(i) hereto- Seller's Consents, the execution and delivery neither Seller nor any of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub its Affiliates nor any of their obligations hereunder and respective officers, directors or managing employees is required to obtain any license, approval or consent from, or give any notice or make any other filing with respect to, any Regulatory Authority in connection with the consummation of the transactions contemplated hereby will notby this Agreement and the other Transaction Documents, conflict withexcept for licenses, result in a violation approvals, consents, notices or breach offilings the absence or failure to obtain of which, 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could would not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificate of limited partnership or partnership agreement of the Parent, the articles of incorporation or regulations of Sub or any other comparable constituent or organizational documents of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could would not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent and Sub, taken as a whole, or the Merger-ability of Parent and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL OGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement. To the knowledge of Parent and Sub, neither the filing of a pre-merger notification report by Parent nor any other actions of Parent is required under the HSR Act.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub booktech does not, and the performance by the Parent and the Merger-Sub booktech of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub booktech under any of the terms, conditions or provisions of (x) the Certificate Articles of Incorporation Organization or By-Laws of the Parent or the Merger-Subbooktech, (y) any Laws or Orders of any Governmental or Regulatory Authority Authority, applicable to the Parent or the Merger-Sub booktech or any of their respective its assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub booktech is a party or by which either the Parent or the Merger-Sub booktech or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub booktech or on their its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL MBCL with the Secretary of State of Delaware Massachusetts, and appropriate documents by the NMAL with the relevant authorities Secretary of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoState of Nevada, no consent, approval, or action of, filing with 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 Parent or the Merger- Sub booktech is a party or by which the Parent or the Merger-Sub booktech or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Subbooktech, the performance by the Parent and the Merger-Sub booktech of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals approvals, or actions of, filing filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or booktech, the Surviving Corporation Corporation, or on the Parent's and the Merger-Subbooktech's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Buyer does not and the performance by the Buyer of its obligations hereunder and the consummation by it of the transactions contemplated hereby will not: (i) Except violate or result in breach of, or result in default (or give rise to any right of termination, cancellation or acceleration) or require the consent or approval of any Person under, the terms, conditions or provisions of the Organizational Documents of the Buyer; (ii) violate or result in breach of, or result in default (or give rise to any right of termination, cancellation or acceleration) or require the consent or approval of any Person or result in the creation or imposition of any Encumbrance under, the terms, conditions or provisions of any contract, lease, note, bond, indenture, mortgage, security agreement, license or other agreement or instrument of any kind to which the Buyer is a party or by which it or any of its assets or properties is bound (in each case other than as set forth contemplated herein); or (iii) violate any Law or Order applicable to the Buyer or any of its assets or properties, in Schedule 3.02(d)(ieach case of the foregoing clauses (i), (ii) heretoand (iii) that, individually or in the aggregate, would reasonably be expected to prevent, delay or impair the Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) There is no requirement under any Law or Order applicable to the Buyer that would require the Buyer to obtain any authorization, consent or approval of, or to make any filing with or notice to, any Governmental Authority in connection with the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubBuyer, the performance by the Parent and the Merger-Sub Buyer of their respective its obligations hereunder or the its consummation of the transactions contemplated hereby, except for such consentsin each case that, approvals individually or actions ofin the aggregate, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not would reasonably be expected to have a Material Adverse Effect on prevent, delay or impair the Parent, the Merger-Sub Buyer’s ability to perform its obligations hereunder or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreementhereby.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement, the Partnership Agreement and the Merger Agreement by each of the Parent Partnership and the Merger-Sub does General Partner (in its capacity as such) do not, and the performance by each of the Parent Partnership and the Merger-Sub General Partner (in its capacity as such) of their its obligations hereunder and thereunder and the consummation of the 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, 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 on (as defined in the Merger Agreement) upon any of the respective assets or properties of the Parent General Partner or of the Merger-Sub under Partnership or any of the Partnership's subsidiaries under, any of the terms, conditions or provisions of (1) the certificate of formation of the Partnership or the General Partner or the certificates or articles of incorporation or bylaws (or other comparable charter documents) of any of the Partnership's subsidiaries, or (2) subject to the taking of the actions described in paragraph (ii) of this Section, (x) any laws existing on the Certificate of Incorporation date hereof or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority (as defined in the Merger Agreement) applicable to the Parent Partnership or any of the Merger-Sub Partnership's subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent General Partner or the Merger-Sub Partnership or any of the Partnership's subsidiaries is a party or by which either the Parent General Partner or the Merger-Sub Partnership or any of Partnership's subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or ability of the Merger-Sub or on their ability Partnership and the General Partner to consummate the transactions contemplated by this Agreement or the Merger Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents approvals required by the DGCL in connection with the Secretary of State of Delaware and appropriate documents with Merger as described in the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoMerger Agreement, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent General Partner or the Merger- Sub Partnership or any of the Partnership subsidiaries is a party or by which the Parent General Partner or the Merger-Sub Partnership or any of the Partnership's subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement or the Merger Agreement by each of the Parent General Partner and the Merger-SubPartnership, the performance by each of the Parent General Partner and the Merger-Sub Partnership of their respective its obligations hereunder or thereunder or the consummation of the transactions contemplated herebyhereby and thereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's General Partner and the Merger-Sub's ability Partnership to consummate the transactions contemplated by this Agreement, the Partnership Agreement or the Merger Agreement.

Non-Contravention; Approvals and Consents. (ia) Except for matters designated as set forth “Seller Approval Requirements” in Schedule 3.02(d)(i3.3(a) hereto(collectively, the “Seller Approval Requirements”) and matters designated as “Seller Consent Requirements” in Schedule 3.3(a) (collectively, the “Seller Consent Requirements”), the execution and delivery of this Agreement by the Parent and the Merger-Sub Seller does not, and the performance by the Parent and the Merger-Sub Seller of their its obligations hereunder and the consummation of the transactions contemplated hereby Transaction 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, in or give to any person Person any (i) right of payment or reimbursement, termination, cancellation, modification or acceleration of, (ii) trigger any rights of first refusal or consent, or (iii) result in the creation or imposition of any Lien on upon any of the respective assets Assets or properties of the Parent or the Merger-Sub under Seller under, any of the terms, conditions or provisions of (xX) the Certificate of Incorporation or By-Laws Charter Documents of the Parent Seller, or the Merger-Sub, (yY) (1) any Laws or Orders of any Governmental writ, judgment, order or Regulatory Authority decree applicable to the Parent or the Merger-Sub or any of their respective assets or propertiesSeller, or (z2) any Contracts Contract to which either the Parent or the Merger-Sub Seller is a party or by which either the Parent or the Merger-Sub Seller or any of their respective assets the Seller’s Assets or properties are is bound, excluding from the foregoing clauses (y1) and (z2) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens that, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoSeller Approval Requirements, no consent, approval, 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 by the Seller under any of the terms, conditions or provisions of any Law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubSeller, the performance by the Parent and Seller of the Merger-Sub of their respective Seller’s obligations hereunder or the consummation of the transactions contemplated herebyTransaction, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Melita do not, and the performance by the Parent and the Merger-Sub Melita of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent Melita or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate Articles of Incorporation or By-Laws laws (or other comparable charter document) of Melita or any of its Subsidiaries, or (ii) subject to the obtaining of the Parent or Melita Shareholders' Approval and the Merger-Subtaking of the actions described in paragraph (b) of this Section, (yx) any Laws or Orders of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by Melita or any Subsidiary of Melita applicable to the Parent Melita or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent Melita or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Melita or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Melita Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (b) Except for (i) the filing of the Proxy Statement with the SEC and NASDAQ pursuant to the Exchange Act, and (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities State of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoDelaware, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority Body 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 Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by Melita or any Subsidiary of Melita, or any Contract to which the Parent Melita or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Melita or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubMelita, the performance by the Parent and the Merger-Sub Melita of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Melita Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub Company does not, and the performance by the Parent and the Merger-Sub Company of their its obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub Company under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-SubCompany, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub Company or any of their respective its assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub Company is a party or by which either the Parent or the Merger-Sub Company or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub Company or on their its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for filings with various state authorities that are required in connection with the transactions contemplated under this Agreement, (y) for the filing of the Certificate Certificates of Merger and other appropriate merger documents required by the DGCL DLLCA with the Secretary of State of Delaware and as required by the NGCA with the Secretary of State of Nevada, and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, ; and (yz) as otherwise disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub Company is a party or by which the Parent or the Merger-Sub Company or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubCompany, the performance by the Parent and the Merger-Sub Company of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party party, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub Company or the Surviving Corporation or on the Parent's and the Merger-SubCompany's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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 inpermit the termination of any provision of, or give to any person any right result in the termination of, the acceleration of payment the maturity of, or reimbursement, termination, cancellation, modification or the acceleration of the performance of, or result in the creation or imposition of any Lien on lien upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of the Parent or any of its Subsidiaries, or (ii) subject to the Merger-Subtaking of the actions described in paragraph (b) of this Section, (yx) any Laws Law or Orders of any Governmental or Regulatory Authority Order applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub its Subsidiaries or any of their respective assets or properties is bound for bound, or (z) any employee benefit plan of Parent or any Subsidiaries; except, with respect to the execution foregoing clauses (x), (y) and delivery of this Agreement by (z) those that, individually or in the Parent and the Merger-Subaggregate, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain (I) could not reasonably be expected to have a Material Adverse Effect on adversely affect the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.hereby or (II) occur as a result of the regulatory status of the Company or its Subsidiaries, and except for the consent of the holders of a majority in principal amount outstanding of its 12% Senior Notes due 2006 issued pursuant to the Indenture dated as of March 5, 1996 described on Annex A.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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 inpermit the termination of any provision of, or give to any person any right result in the termination of, the acceleration of payment the maturity of, or reimbursement, termination, cancellation, modification or the acceleration of the performance of, or result in the creation or imposition of any Lien on lien upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of the Parent or any of its Subsidiaries, or (ii) subject to the Merger-Subtaking of the actions described in paragraph (b) of this Section, (yx) any Laws Law or Orders of any Governmental or Regulatory Authority Order applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from or (z) any employee benefit plan of Parent or any Subsidiaries; except, with respect to the foregoing clauses (x), (y) and (z) conflictsthose that, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, (I) could not reasonably be reasonably expected to have a Material Adverse Effect on adversely affect the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement.hereby or (II) occur as a result of the regulatory status of the Company or its Subsidiaries, and except for the consent of the holders of a majority in principal amount outstanding of its 12% Senior Notes due 2006 issued pursuant to the Indenture dated as of March 5, 1996 described on Annex A. (b) Except for (i) the premerger notification requirements of the HSR Act, (ii) Except the requirements of the Exchange Act, any relevant national securities exchange and the Nasdaq Stock Market, (xiii) for the filing of appropriate documents relating to the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do businessABCA, and (yiv) the consent of the holders of a majority in principal amount outstanding of its 12% Senior Notes due 2006 issued pursuant to the Indenture dated as disclosed in Schedule 3.02(d)(ii) heretoof March 5, 1996 described on Annex A, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party person is necessary or required 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 Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound bound, for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party those that the failure of which to make or obtain obtain, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect on adversely affect the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreementhereby or (II) occur as a result of the regulatory status of the Company or its Subsidiaries.

Non-Contravention; Approvals and Consents. (ia) Except as set forth disclosed in Schedule 3.02(d)(i) heretoSection 4.04 of the Parent Disclosure Letter, the execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws bylaws (or other comparable organizational documents) of Parent or any of its Subsidiaries, or (ii) subject to the obtaining of the Parent or Stockholders' Approval and the Merger-Subtaking of the actions described in paragraph (b) of this Section, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a pre-merger notification report by Parent under the HSR Act, (ii) for the filing of the Proxy Statement and Registration Statement with the SEC pursuant to the Exchange Act and 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 DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iv) for the filing of a current report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act and (yv) as disclosed in Schedule 3.02(d)(ii) heretoSection 4.04 of the Parent Disclosure Letter, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parentactions, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.filings and

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent each of Parent, Sub and the Merger-Sub does their affiliates do not, and the performance by the Parent and the Merger-Sub each of them of their obligations hereunder and the consummation by it of the 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, 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 on upon any of the respective their assets or properties of the Parent or the Merger-Sub under under, any of the terms, conditions or provisions of (i) their certificates or articles of incorporation or bylaws (or other comparable charter documents), or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub them or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of them is a party or by which either the Parent or the Merger-Sub any of them or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the Parent or the Merger-ability of Parent, Sub or on and their ability affiliates to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of the Registration Statement with the SEC pursuant to 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 and (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent Parent, any of its Subsidiaries or the Merger- Sub any of its affiliates is a party or by which the Parent or the Merger-Sub any of them or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Subeach of Parent, Sub or any of its affiliates, the performance by the Parent and the Merger-Sub each of their respective them of its obligations hereunder thereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation Parent and its Subsidiaries taken as a whole or on the ability of Parent's , Sub and the Merger-Sub's ability their affiliates to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) heretofor the Seller Approval Requirements and Seller Consent Requirements, the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub Seller of their its obligations hereunder with respect to such Closing, and the consummation of the transactions contemplated hereby 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, in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, trigger any rights of first refusal, or result in the creation or imposition of any Lien on Liens upon any of the respective assets Assets or properties of the Parent or the Merger-Sub under Portfolio Companies relating to such Closing under, any of the terms, conditions or provisions of of: (xi) the Certificate Charter Documents of Incorporation such Portfolio Companies; or By-Laws of the Parent or the Merger-Sub, (yii) (A) any Laws Applicable Law, or Orders (B) any Material Contract to which any of them may be a party or by which any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub of them or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub Assets is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (yA) and (zB) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens that, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoSeller Approval Requirements, no consent, approval, 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 by the Seller or any Portfolio Company under any of the terms, conditions or provisions of any Applicable Law or Order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery performance of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder such Closing or the consummation of the transactions contemplated herebythereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Purchaser do not, and the performance by the Parent and the Merger-Sub Purchaser of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent Purchaser or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate of Incorporation or By-Laws laws (or other comparable charter document) of the Parent Purchaser (assuming Purchaser Stockholder Approval) or the Merger-Subany of its Subsidiaries, (yii) any subject to the taking of the actions described in paragraph (b) of this Section, (x) Laws or Orders Orders, of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Purchaser or any Subsidiary of the Purchaser, applicable to the Parent Purchaser or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent Purchaser or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Purchaser or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Purchaser Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (b) Except for (i) the filing of a premerger notification report by the Purchaser under the HSR Act, (ii) Except the filing of the Proxy Statement/Prospectus with the SEC and the AMEX and NASDAQ pursuant to the Exchange Act and applying for listing of the Share Consideration on an Exchange, (xiii) for the filing of the Certificate of Merger and other appropriate merger documents required by the TBCA and the DGCL with the Secretary of State of Delaware the State of Tennessee and the Secretary of State of the State of Delaware, respectively, and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iv) the filing of a registration statement with the SEC and any "blue sky" or similar filings in connection with the Purchaser Common Stock Offering and (yv) as disclosed in Schedule 3.02(d)(ii) heretothe making of any required filings with the California Department of Insurance and Banking Department, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority Body 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 Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Purchaser or any Subsidiary of the Purchaser, or any Contract to which the Parent Purchaser or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Purchaser or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubPurchaser, the performance by the Parent and the Merger-Sub Purchaser of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Purchaser Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws code of regulations or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section 4.03, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent and its Subsidiaries taken as a whole or the Merger-ability of Parent and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a pre-merger notification report by Parent and Sub under, and any other actions required under, the HSR Act and (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL OGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub Parent and its Subsidiaries taken as a whole or the Surviving Corporation or on the Parent's ability of Parent and the Merger-Sub's ability Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does C2 do not, and the performance by the Parent and the Merger-Sub C2 of their its obligations hereunder and the consummation of the 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, in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under any C2 Entity under, any of the terms, conditions or provisions of (x) the Certificate Charter Documents of Incorporation any C2 Entity, or By-Laws of the Parent or the Merger-Sub, (y) subject to the obtaining of the C2 Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section and the obtaining of the consents and approvals, the making of the filings and the giving of the notices described in Section 4.2.4 of the C2 Disclosure Letter, (1) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any C2 Entity or any of their respective its assets or properties, or (z2) any Contracts to which either the Parent or the Merger-Sub any C2 Entity is a party (including, without limitation, any Charter Document of any C1 Consolidated Non-Corporate Affiliate) or by which either the Parent or the Merger-Sub any C2 Entity or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y1) and (z2) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancelations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-Sub C1/C2 Entities taken as a whole or on their the ability of C2 to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of the Proxy Statement and the Registration Statement with the SEC pursuant to the Exchange Act and 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, (ii) for the filing by C2 of a Certificate of Merger and other appropriate merger documents required by the DGCL with the Delaware Secretary of State of Delaware and appropriate documents any local recording office in connection with the relevant authorities C2 Merger, (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under (A) the laws of other states any foreign country in which the Constituent Entities are qualified to do businessany C2 Entity conducts 63 52 any business or owns any property or assets or (B) any federal, state, local or foreign Environmental Law and (yiv) as disclosed in Schedule 3.02(d)(ii) heretoSection 4.2.4 of the C2 Disclosure Letter, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any C2 Entity is a party or by which the Parent or the Merger-Sub any C2 Entity or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubC2, the performance by the Parent and the Merger-Sub C2 of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation C1/C2 Entities taken as a whole or on the Parent's and the Merger-Sub's ability of C2 to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth Subject to obtaining the JEI Stockholders' Approval and the taking of the actions described in Schedule 3.02(d)(iparagraph (ii) heretoof this Section 4.02(d), the execution and delivery of this Agreement by the Parent and the Merger-Sub does JEI do not, and the performance by the Parent and the Merger-Sub JEI of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of JEI or any of the Parent or the Merger-Sub under JEI Subsidiaries under, any of the terms, conditions or provisions of (x) the Certificate certificates or articles of Incorporation incorporation or By-Laws Bylaws (or other comparable charter documents) of JEI or any of the Parent JEI Subsidiaries, or the Merger-Sub, (y) any Laws Law or Orders Order of any Governmental or Regulatory Authority applicable to JEI or any of the Parent or the Merger-Sub JEI Subsidiaries or any of their respective assets or properties, or (z) any Contracts to which either JEI or any of the Parent or the Merger-Sub JEI Subsidiaries is a party or by which either JEI or any of the Parent or the Merger-Sub JEI Subsidiaries or any of their respective assets or properties are is bound, excluding from except for any of the foregoing clauses (y) and (z) conflictsmatters which, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on JEI and the Parent or the Merger-Sub JEI Subsidiaries taken as a whole or on their the ability of JEI to consummate the transactions contemplated by this Agreement. (ii) Except for (xv) for the filing of a premerger notification and report form by JEI under the HSR Act, (w) the filing of the Certificate Registration Statement and Joint Proxy Statement with the SEC pursuant to the Securities Act and the Exchange Act, respectively, and filings with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement, (x) the filing of Merger the Nevada Articles and Florida Articles and other appropriate merger documents required by the DGCL pursuant to and in accordance with the Secretary laws of State the States of Delaware Nevada and Florida and appropriate documents with the relevant authorities of other states in which the Constituent Entities are CRC is qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretothe licensing, no consentpermitting, approvalregistration or other approval of, or written consent or no action ofletter from, filing with or notice to any each Governmental or Regulatory Authority with regulatory control or other public jurisdiction over the conduct of lawful gaming or private third party is necessary gambling by JEI and the JEI Subsidiaries, including, without limitation the Nevada Gaming Commission (a "JEI Gaming Authority"), within each municipality, state or required under commonwealth, or subdivision thereof, wherein JEI or any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect JEI Subsidiaries conducts business on the Parent, date hereof and (z) obtaining the Merger-Sub or the Surviving Corporation or on the Parent's consents and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.approvals described in Schedule 4.02

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section 4.3, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect on the Parent and its Subsidiaries taken as a whole or the Merger-ability of Parent and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for any filing of a pre-merger notification report required by Parent and Sub under, and any other actions required under, the HSR Act and (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub Parent and its Subsidiaries taken as a whole or the Surviving Corporation or on the Parent's ability of Parent and the Merger-Sub's ability Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub ANI does not, and the performance by the Parent and the Merger-Sub ANI of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub ANI under any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of ANI, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub ANI or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub ANI is a party or by which either the Parent or the Merger-Sub ANI or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-Sub or on their ability of ANI to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub ANI is a party or by which the Parent or the Merger-Sub ANI or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubANI, the performance by the Parent and the Merger-Sub ANI of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability of ANI to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-SubParent, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Merger-Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the execution ------------------- and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Fantasticon or Merger-Sub are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Merger-Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto5.3(a), neither the execution and delivery by Buyer of this Agreement by the Parent and the Merger-Sub does notAgreement, and the performance by the Parent and the Merger-Sub of their obligations hereunder and nor the consummation by Buyer of the transactions contemplated hereby hereby, is an event that, of itself, or with the giving of notice or passage of time or both, will not(i) conflict with any organizational documents of Buyer, (ii) violate, conflict with, result in a violation the breach of or breach ofdefault under (or with notice, constitute (with or without notice or lapse of time or both, would result in such a breach or default), result in any modification of the effect of, provide the other contracting party the right to terminate or materially amend, or require the other contracting party to consent to the assignment or continuation of, any contract or other agreement to which Buyer is a party or to which Buyer or any of its assets is bound or subject, (iii) violate any order or decree of any court or administrative agency against or binding upon Buyer or applicable to its assets, (iv) violate any agreement with, or condition imposed by, any Governmental Authority upon Buyer, (v) violate any Applicable Law, or (vi) result in a breach or violation of any of the terms or conditions of, constitute a default under, result in, or give to any person any right of payment otherwise cause an impairment or reimbursement, termination, cancellation, modification or acceleration a revocation of, or result any Permit necessary for the operation of either of the Businesses, except in the creation or imposition case of any Lien on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of clauses (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Subii), (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or propertiesiii), or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are boundiv), excluding from the foregoing clauses (yv) and (zvi) above, for violations, conflicts, violations, breaches, defaultsimpairments, modifications, terminations, modificationsrevocations or defaults which, accelerationsor consents or waivers the absence of which, and creations and impositions of Liens, which individually or in the aggregate, could have not be had, and are not reasonably expected to have have, a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (iib) Except (x) for the as set forth on Schedule 5.3(b), no consent or approval of any Regulatory Authority, or any permit from or filing of the Certificate of Merger and other appropriate merger documents with an Regulatory Authority, is required to be obtained or made by the DGCL Buyer in connection with the Secretary execution, delivery and performance by Buyer of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 its obligations 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consentsconsents or approvals the absence of which, approvals individually or actions ofin the aggregate, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could have not had, and are not reasonably be expected to have have, a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter or organizational documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of the Offer Documents with the SEC, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iii) for the filing of a premerger notification report by Parent under the HSR Act and (yiv) as disclosed in Schedule 3.02(d)(ii) heretofor the merger notice filing required under the South African Competition Act, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in on each Agreement Party's Schedule 3.02(d)(i) hereto5.3(a), the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub each of their them of its obligations hereunder and the consummation of the 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, 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 on lien upon any of the respective its assets or properties of the Parent or the Merger-Sub under any of the termsterms of (i) its certificate or articles of incorporation or bylaws (or other comparable charter documents), conditions or provisions (ii) subject to the obtaining of any necessary stockholders' approval and the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or propertiesAuthority, or (zy) any Contracts contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of them or their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflictsthose which, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on any Agreement Party or on the Parent or the Merger-Sub or on their ability of any Agreement Party to consummate the transactions contemplated by this Agreement. (b) Except: (i) as set forth on each Agreement Party's Schedule 5.3(b), (ii) Except for filings to be made with the SEC, the declaration of the effectiveness of any such filings by the SEC and filings with, and stockholder approvals required by, various Governmental and Regulatory Authorities that are required in connection with the transactions contemplated by this Agreement, and (xiii) for the filing of the Certificate a certificate of Merger merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other the states in which the Constituent Entities are a Corporate Party is incorporated or qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective its obligations hereunder or and the consummation of the transactions contemplated herebyhereby , except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party than those which the failure of which to make or obtain obtain, in the 8 9 aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation an Agreement Party or on the Parent's and the Merger-Sub's ability of it to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Buyer do not, and the performance by the Parent and the Merger-Sub Buyer of their its obligations hereunder and the consummation of the 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, 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 on Encumbrance upon any of the respective assets or properties of the Parent Buyer or the Merger-Sub any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Organizational Documents of Buyer or any of its Subsidiaries, or (ii) (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent Buyer or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations, accelerations and creations and impositions of LiensEncumbrances that, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect on the Parent prevent, delay or the Merger-Sub or on their impair Buyer’s ability to perform its obligations hereunder or consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoBermuda Monetary Authority Consent, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubBuyer, the performance by the Parent and the Merger-Sub of their respective its obligations hereunder or the its consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Parentprevent, the Merger-Sub delay or the Surviving Corporation or on the Parent's and the Merger-Sub's impair Buyer’s ability to perform its obligations hereunder or consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws laws of the Parent or and the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or and the Merger-Sub or any of their respective assets or propertiesproperties of the Parent and the Merger-Sub, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and Merger, other appropriate merger documents required by the DGCL with the Secretary of State of Delaware Delaware, filings with state and federal securities agencies and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or and the Merger- Merger-Sub is a party or by which the Parent or and the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, Parent or the Merger-Sub or the Surviving Corporation or on the Parent's Parent and the Merger-Merger Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Purchaser do not, and the performance by the Parent and the Merger-Sub Purchaser of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets Assets or properties of the Parent or the Merger-Sub Purchaser under any of the terms, conditions or provisions of (xi) the Certificate of Incorporation or By-Laws Charter Documents of the Parent Purchaser, or the Merger-Sub, (yii) (A) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent Purchaser or the Merger-Sub or any of their respective assets Purchaser’s Assets or properties, or (zB) any Contracts to which either the Parent or the Merger-Sub Purchaser is a party or by which either the Parent or the Merger-Sub Purchaser or any of their respective assets the Purchaser’s Assets or properties are is bound, excluding from the foregoing clauses (yA) and (zB) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens that, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect on prevent, delay or impair the Parent or the Merger-Sub or on their Purchaser’s ability to perform its obligations hereunder or consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed set forth in Schedule 3.02(d)(ii5.3(b) hereto(collectively, the “Purchaser Approval Requirements”), no consent, approval, 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 order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubPurchaser, the performance by the Parent and the Merger-Sub of their respective its obligations hereunder or the its consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on prevent, delay or impair the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's Purchaser’s ability to perform its obligations hereunder or consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Company do not, and the performance by the Parent and the Merger-Sub Company of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict withwith or violate the articles of incorporation or bylaws of the Company or the equivalent organizational documents of any of its Subsidiaries, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders as contemplated in Section 4.5 (the "Company Stockholder Approval") and compliance with the requirements set forth in paragraph (b) below, conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a violation default (or breach of, constitute (an event that with or without notice or lapse of time or bothboth would become a default) a default under, result inor impair the Company's rights or alter the rights or obligations of the Company or any third party under, or give to others any person any right rights of payment or reimbursement, termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result in the creation or imposition of any a Lien on any of the respective properties, including any leased real property, or assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub Company or any of their respective assets or propertiesits Subsidiaries pursuant to, or any Company Material Contract. Section 2.5(a) of the Company Disclosure Schedule lists all consents, waivers and approvals under any Company Material Contract required to be obtained (zother than those already obtained) any Contracts to which either in connection with the Parent consummation of the transactions contemplated hereby, which, if not obtained, would have a material adverse effect on the Company or the Merger-Sub is a party Surviving Corporation or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or ability of the Merger-Sub or on their ability parties to consummate the transactions contemplated by this AgreementMerger. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no No consent, approval, order or action authorization of, or registration, declaration or filing with or notice to any Governmental Entity is required by or Regulatory Authority or other public or private third party is necessary or required under any of with respect to the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub Company or any of their respective assets or properties is bound for its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (ii) the filing of the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the approval and adoption of this Agreement and approval of the Merger (the "Proxy Statement/Prospectus") with the United States Securities and Exchange Commission (the "SEC") in accordance with the Exchange Act, to be included in the Registration Statement on Form S-4 (the "Registration Statement") to be filed by Parent with the SEC in accordance with the Securities Act, and the effectiveness of the Registration Statement, and (iii) such consents, approvals approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the OTC Bulletin Board and the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required (such consents, approvals, orders, authorizations, registrations, declarations and filings described in clauses (i) through (iii) above being referred to herein as the "Necessary Consents"); and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or actions ofmade, filing with would not be material to the Company or notices to any Governmental Parent or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability parties to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (i) Except the "NASD"), and except as set forth in on Schedule 3.02(d)(i) 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the Parent consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and the Merger-Sub does not, and the performance approvals contemplated by the Parent immediately preceding sentence have been duly made or obtained, neither the execution, delivery and the Merger-Sub performance of their obligations hereunder and this Agreement nor the consummation of the transactions contemplated hereby will notby STOCKWALK or STOCKWALK on behalf of OBS will, except as set forth on Schedule 4.5, (a) conflict withwith or result in any breach of any provision of the articles of incorporation or by-laws of STOCKWALK or OBS, (b) result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 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, cancellationcancellation or acceleration) under, modification or acceleration of, or result in the creation or imposition of any Lien on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 note, bond, mortgage, indenture, license, contract, agreement or Order of any Governmental other instrument or Regulatory Authority or any Contract obligation to which the Parent STOCKWALK or the Merger- Sub OBS is a party or by which the Parent or the Merger-Sub either of them or any of their respective properties or assets may be bound, or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub(c) violate any order, the performance by the Parent and the Merger-Sub writ, injunction, decree, statute, rule or regulation applicable to STOCKWALK or OBS, or any of their respective obligations hereunder properties or assets except, in the case of subsections (b) or (c) above, for violations, breaches or defaults that would not in the aggregate have a Material Adverse Effect on the business, operations or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery by the Company and the Operating Partnership of this Agreement by the Parent and the Merger-Sub does Transaction Agreements to which it is a party do not, and the performance by the Parent Company and the Merger-Sub Operating Partnership of their its obligations hereunder and thereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent Company or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the taking of the actions and obtaining the approvals described in paragraph (b) of this Section, (x) the Certificate any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of Incorporation any court, official or By-Laws other instrumentality of the Parent United States or the Merger-Subany state, county, city or other political subdivision (y) any Laws or Orders of any a "Governmental or Regulatory Authority Authority"), applicable to the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts agreement or obligation of any kind (together, "Contracts") to which either the Parent Company or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, reimbursements, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on or adversely affect in any material respect the Parent ability of the Company or the Merger-Sub or on their ability Operating Partnership to consummate the transactions contemplated by this AgreementAgreement or the Transaction Agreements to which it is a party. (iib) Except for (xi) for the filing of the Certificate of Merger Form S-4 and other appropriate merger documents required by the DGCL Proxy Statement/Prospectus with the Secretary SEC pursuant to the Securities Act of State 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of Delaware 1934, as amended, and appropriate documents the rules and regulations thereunder (the "Exchange Act"), (ii) filings on Forms 3, 4 or 5, Schedules 13G or 13D by certain affiliates of the Company pursuant to the Exchange Act, and filings required to be made with the relevant authorities American Stock Exchange and the National Association of other states in which the Constituent Entities are qualified to do businessSecurities Dealers, Inc., and (yiii) the filing of the certificates of Merger as disclosed provided in Schedule 3.02(d)(ii) heretothe Merger Agreement, no consent, approval, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery by each of the Company and the Operating Partnership of this Agreement by or the Parent and the Merger-SubTransaction Agreements to which it is a party, the performance by each of the Parent Company and the Merger-Sub Operating Partnership of their respective its obligations hereunder or thereunder or the consummation of the transactions contemplated herebyhereby or thereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect on or adversely affect in any material respect the Parent, ability of the Merger-Sub Company or the Surviving Corporation or on the Parent's and the Merger-Sub's ability Operating Partnership to consummate the transactions contemplated by this AgreementAgreement or the Transaction Agreements to which it is a party.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does C1 do not, and the performance by the Parent and the Merger-Sub C1 of their its obligations hereunder and the consummation of the 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, in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under any C1 Entity under, any of the terms, conditions or provisions of (x) the Certificate Charter Documents of Incorporation any C1 Entity, or By-Laws of the Parent or the Merger-Sub, (y) subject to the obtaining of requisite approval of the shareholders of C1 for the C1 Delaware Reorganization and the C1 Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section and the obtaining of the consents and approvals, the making of the filings and the giving of the notices described in Section 4.1.4 of the C1 Disclosure Letter, (1) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any C1 Entity or any of their respective its assets or properties, or (z2) any Contracts to which either the Parent or the Merger-Sub any C1 Entity is a party or by which either the Parent or the Merger-Sub any C1 Entity or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y1) and (z2) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancelations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-Sub C1/C2 Entities taken as a whole or on their the ability of C1 to consummate the transactions contemplated by this AgreementAgreement or (ii) to the knowledge of C1, adversely affect the qualification of C1 as a REIT. (iib) Except (xi) for the filing of the Certificate Proxy Statement and the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of Merger 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, (ii) for the filing by C1 of articles of merger and other appropriate merger documents required by the Massachusetts Business Corporation Law with the Secretary of the Commonwealth of Massachusetts and a certificate of merger and other appropriate merger documents required by the DGCL with the 48 37 Secretary of State of the State of Delaware (the "Delaware Secretary of State") and, in each case, with any local recording office in connection with the C1 Delaware Reorganization, and the filing of the Articles of Merger and other appropriate merger documents required by the MGCL with the Maryland Secretary of State and, in each case, with any local recording office, and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do businessbusiness in connection with the Merger, (iii) for such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under (A) the laws of any foreign country in which any C1 Entity conducts any business or owns any property or assets or (B) any federal, state, local or foreign Environmental Law and (yiv) as disclosed in Schedule 3.02(d)(ii) heretoSection 4.1.4 of the C1 Disclosure Letter, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any C1 Entity is a party (including, without limitation, any Charter Documents of any C1 Consolidated Non-Corporate Affiliate) or by which the Parent or the Merger-Sub any C1 Entity or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubC1, the performance by the Parent and the Merger-Sub C1 of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation C1/C2 Entities taken as a whole or on the Parent's and the Merger-Sub's ability of C1 to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-SubParent, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Merger-Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth disclosed in Schedule 3.02(d)(i) heretoSection 4.04 of the Parent Disclosure Letter, the execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable organizational documents) of Parent or any of its Subsidiaries, or (ii) subject to obtaining the Parent Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its 20 25 Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of the Proxy Statement and Registration Statement with the SEC pursuant to the Exchange Act and 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, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, business and (yiv) as disclosed in Schedule 3.02(d)(ii) heretoSection 4.04 of the Parent Disclosure Letter, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation Parent and its Subsidiaries taken as a whole or on the Parent's ability of Parent and the Merger-Sub's ability Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a premerger notification report by Parent under, and any other actions required under, the HSR Act and (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL OGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-ability of Parent and Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub Buyer does not, and the performance by the Parent and the Merger-Sub Buyer of their its obligations hereunder and the consummation of the 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, 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 on (other than Liens contemplated by the Commitment Letters) upon any of the respective assets or properties of the Parent or the Merger-Sub under Buyer under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Buyer, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub Buyer or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub Buyer is a party or by which either the Parent or the Merger-Sub Buyer or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-Sub or on their ability of Buyer to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of the Schedule 13E-3 with the SEC, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, (iii) for obtaining stockholder approval of Buyer, which has been obtained on the date hereof, (iv) for obtaining the Buyer Financing and (yv) as disclosed in Schedule 3.02(d)(ii) heretoSECTION 4.03 of the Buyer Disclosure Letter, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub Buyer is a party or by which the Parent or the Merger-Sub Buyer or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubBuyer, the performance by the Parent and the Merger-Sub Buyer of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability of Buyer to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on (other than Liens contemplated by the Commitment Letters) upon any of the respective assets or properties of the Parent or the Merger-Sub under any of Parent's Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificate of Incorporation or By-Laws formation of the Parent or the Merger-Subcertificates or articles of incorporation or bylaws (or other comparable charter documents) of any of Parent's Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (yx) any Laws laws existing on the date hereof or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of Parent's Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of Parent's Subsidiaries is a party or by which either the Parent or the Merger-Sub any of Parent's Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub it does not, and the performance by the Parent and the Merger-Sub it of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective its assets or properties of the Parent or the Merger-Sub under under, any of the terms, conditions or provisions of (xi) its certificate or articles of incorporation or bylaws (or other comparable charter documents), or (ii) subject to the Certificate of Incorporation or By-Laws taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub it or any of their respective its assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub it is a party or by which either the Parent or the Merger-Sub it or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no No consent, approval, 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 Parent or the Merger- Sub it is a party or by which the Parent or the Merger-Sub it or any of their respective its assets or properties is bound for the its execution and delivery of this Agreement by the Parent and the Merger-SubAgreement, the performance by the Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's its ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth disclosed in Schedule 3.02(d)(i) heretothe Parent Disclosure Letter, the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of Parent, or (ii) subject to the taking of the Parent or the Merger-Subactions described in Article IV.4 (b), (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their its respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent taken as a whole or on the ability of Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) as may be required for the filing of a pre-merger notification report by Parent under the HSR Act, (ii) for filings with any 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 DGCL Delaware Code with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their its respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubParent, the performance by the Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation Parent taken as a whole or on the Parent's and the Merger-Sub's ability of Parent to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) heretoSection 4.8 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Parent and the Merger-Sub does Company do not, and the performance by the Parent and the Merger-Sub Company of their its obligations hereunder and the consummation of the 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, in or give to any person Person any right of payment or reimbursement, reimbursement termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent Company or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate of Incorporation or By-Laws Bylaws (or other comparable charter document) of the Parent Company or any of its Subsidiaries, or (ii) subject to the Merger-Subobtaining of the Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (yA) any Laws or Orders of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Company or any Subsidiary of the Company, applicable to the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zB) any Contracts Contract to which either the Parent Company or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yA) and (zB) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Company Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (b) Except for (i) the filing of a premerger notification report by the Company under the HSR Act, (ii) Except the filing of the Proxy Statement with the SEC pursuant to the Exchange Act, (xiii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL TBCA with the Secretary of State of Delaware the State of Tennessee, and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, business and (yiv) as disclosed any filings required to be made with the Tennessee State Department of Commerce and Insurance and any other regulatory authority in Schedule 3.02(d)(ii) heretoeach jurisdiction in which the Company or any of its Subsidiaries conducts insurance business, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority Body 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 Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Company or any Subsidiary of the Company, or any Contract to which the Parent Company or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubCompany, the performance by the Parent and the Merger-Sub Company of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by each of Parent, the Parent Partnership and the Merger-Merger Sub does (and, with respect to Section 2.01 only, UKSub 1 and UKSub 2) do not, and the performance by each of Parent, the Parent Partnership and the Merger-Merger Sub (and, with respect to Section 2.01 only, UKSub 1 and UKSub 2) of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of Parent or any of its Subsidiaries or any of the Parent or the Merger-Sub under Joint Ventures under, any of the terms, conditions or provisions of (xi) the Certificate memorandum or articles of Incorporation association or By-Laws bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries or any of the Parent or the Merger-SubJoint Ventures, (yii) the Partnership Agreement; or (iii) subject to the obtaining of the Parent Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of the Parent or the Merger-Sub Joint Ventures or any of their respective assets or properties, or (zy) any Contracts to which either Parent or any of its Subsidiaries or any of the Parent or the Merger-Sub Joint Ventures is a party or by which either Parent or any of its Subsidiaries or any of the Parent or the Merger-Sub Joint Ventures or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could would not reasonably be reasonably expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the Parent or ability of Parent, the Merger-Partnership and Merger Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does LLC do not, and the performance by the each of Parent and the Merger-Sub LLC of their 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, 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 on upon any of the respective assets or properties of the Parent Parent, LLC or the Merger-Sub under NGC under, any of the terms, conditions or provisions of (xi) the Certificate memorandum and articles of Incorporation association (or By-Laws other comparable charter documents) of Parent, LLC or NGC, (ii) the LLC Agreement; or (iii) subject to the obtaining of the Parent or Shareholders' Approval and the Merger-Subtaking of any other actions described in paragraph (b) of this Section, (yx) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent Parent, LLC or the Merger-Sub NGC or any of their respective assets or properties, or (zy) subject to obtaining the third-party consents set forth in Section 5.04 of the Parent Disclosure Letter (the "Parent Required Consents") any Contracts to which either the Parent Parent, LLC or the Merger-Sub NGC is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Parent Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no consent, approval, or action ofNo declaration, filing with or registration with, or notice to or authorization, consent or approval of, 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or LLC or the consummation by Parent or LLC of the Merger and other transactions contemplated hereby, hereby except for such consents, approvals as described in Section 5.04 of the Parent Disclosure Letter or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have result in a Parent Material Adverse Effect on (the Parent"Parent Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such Parent Required Statutory Approvals shall mean making such declarations, the Merger-Sub filings or the Surviving Corporation registrations; giving such notices; obtaining such authorizations, consents or on the Parent's approvals; and the Merger-Sub's ability having such waiting periods expire as are necessary to consummate the transactions contemplated by this Agreementavoid a violation of law).

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of a pre-merger notification report by Parent under the HSR Act, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL CGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, business and (yiii) as disclosed in Schedule 3.02(d)(ii) heretoSection 4.03 of the Parent Disclosure Letter, no consent, approval, 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 Parent or the Merger- Sub any of its Subsidiaries is a party or by which the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, the Merger-Sub or the Surviving Corporation Parent and its Subsidiaries taken as a whole or on the Parent's ability of Parent and the Merger-Sub's ability Sub to consummate the transactions contemplated by this Agreement. (c) Except as disclosed in Parent SEC Reports filed prior to the date of this Agreement (i) there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of Parent and its Subsidiaries, threatened against, relating to or affecting, nor to the knowledge of Parent and its Subsidiaries are there any Governmental or Regulatory Authority investigations or audits pending or threatened against, relating to or affecting, Parent or any of its Subsidiaries or any of their respective assets and properties which, if determined adversely to Parent or any of its Subsidiaries, individually or in the aggregate, could be reasonably expected to have a material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent to consummate the transactions contemplated by this Agreement, and there are no facts or circumstances known to Parent or any of its Subsidiaries that could be reasonably expected to give rise to any such action, suit, arbitration, proceeding, investigation or audit, and (ii) neither Parent nor any of its Subsidiaries is subject to any Order of any Governmental or Regulatory Authority which, individually or in the aggregate, is having or could be reasonably expected to have a material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Company do not, and the performance by the Parent and the Merger-Sub Company of their its obligations hereunder and the consummation of the 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, 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 on upon any of the respective assets or properties of the Parent Company or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate of Incorporation or By-Laws laws (or other comparable charter document) of the Parent Company or any of its Subsidiaries, or (ii) subject to the Merger-Subobtaining of the Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (yx) any Laws or Orders Orders, of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Company or any Subsidiary of the Company, applicable to the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent Company or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not reasonably be reasonably expected to have a Company Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (b) Except for (i) the filing of a premerger notification report by the Company under the HSR Act, (ii) Except the filing of the Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act, (xiii) for the filing of the Certificate of Merger and other appropriate merger documents required by the TBCA and the DGCL with the Secretary of State of Delaware the State of Tennessee and the Secretary of State of the State of Delaware, respectively and appropriate documents with the relevant authorities of other states in which the Constituent Entities Corporations are qualified to do business, business and (yiv) as disclosed any filings required to be made with the Tennessee State Department of Commerce and Insurance and any other regulatory authority in Schedule 3.02(d)(ii) heretoeach jurisdiction in which the Company or any of its Subsidiaries conducts insurance business, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority Body 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 Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Company or any Subsidiary of the Company, or any Contract to which the Parent Company or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Company or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubCompany, the performance by the Parent and the Merger-Sub Company of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) heretoThe execution, the execution delivery and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent Xxxxx XX and Cap C LP of their respective obligations under this Agreement and the Merger-Sub of their obligations hereunder Conveyance Documents, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, will notnot (a) violate, conflict with or result in the breach of any provision of the declaration and limited partnership agreement (or other comparable documents) of the Xxxxx XX and Cap C LP, (b) result in the violation by the Xxxxx XX or Cap C LP of any Laws or Orders of any Governmental or Regulatory Authority, or (c) if the consents and notices set forth in Schedule 3.2.28 are obtained, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require the Xxxxx XX or Cap C LP to obtain any consent, approval or action of, make any filing with or give any notice to, or result in, 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 on upon any of the their respective assets or properties of the Parent properties, or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts Contract to which either the Parent Xxxxx XX or the Merger-Sub Cap C LP is a party or by which either the Parent Xxxxx XX or the Merger-Sub Cap C LP or any of their respective assets or properties are or were bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) . Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed set forth in Schedule 3.02(d)(ii) hereto3.2.28, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party Person 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 Parent Xxxxx XX or the Merger- Sub Cap C LP is a party party, or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound were or are bound, for the execution and delivery of this Agreement by or the Parent and the Merger-SubConveyance Documents, the performance by the Parent and the Merger-Sub Xxxxx XX or Cap C LP of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals hereby or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreementthereby.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the 1. The execution and delivery of this Agreement by the Parent and the Merger-Sub does Buyer do not, and the performance by the Parent and the Merger-Sub Buyer of their its obligations hereunder and the consummation of the 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, 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 on Encumbrance upon any of the respective assets or properties of the Parent Buyer or the Merger-Sub any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Organization Documents of the Buyer or any of its Subsidiaries, or (ii) subject to the taking of the actions described in Section 3.3(b), (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent Buyer or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, modifications, accelerations, accelerations and creations and impositions of LiensEncumbrances which, 2. Except (i) for the filing of a premerger notification report under the HSR Act, which individually or (ii) filings with the SEC under the Exchange Act and with various state securities authorities that are required in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate connection with the transactions contemplated by this Agreement. , (iiiii) Except (x) for the filing approval of the Certificate FERC pursuant to Section 203 of Merger the Power Act, (iv) to the extent required, notice to and other appropriate merger documents approval of the applicable state public utility commissions, (v) registration, consents, approvals and notice required by under the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business1935 Act, and (yvi) as disclosed in Schedule 3.02(d)(ii) heretorequired pre-approvals of license transfers with the FCC, no consent, approval, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which the Parent Buyer or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub Buyer of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain could obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's Buyer and the Merger-Sub's ability any of its Subsidiaries to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does Company do not, and the performance by the Parent and the Merger-Sub Company of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict withwith or violate the articles of incorporation or bylaws of the Company or the equivalent organizational documents of any of its Subsidiaries, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company’s stockholders as contemplated in Section 4.5 (the “Company Stockholder Approval”) and compliance with the requirements set forth in paragraph (b) below, conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a violation default (or breach of, constitute (an event that with or without notice or lapse of time or bothboth would become a default) a default under, result inor impair the Company’s rights or alter the rights or obligations of the Company or any third party under, or give to others any person any right rights of payment or reimbursement, termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result in the creation or imposition of any a Lien on any of the respective properties, including any leased real property, or assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub Company or any of their respective assets or propertiesits Subsidiaries pursuant to, or any Company Material Contract. Section 2.5(a) of the Company Disclosure Schedule lists all consents, waivers and approvals under any Company Material Contract required to be obtained (zother than those already obtained) any Contracts to which either in connection with the Parent consummation of the transactions contemplated hereby, which, if not obtained, would have a material adverse effect on the Company or the Merger-Sub is a party Surviving Corporation or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or ability of the Merger-Sub or on their ability parties to consummate the transactions contemplated by this AgreementMerger. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no No consent, approval, order or action authorization of, or registration, declaration or filing with or notice to any Governmental Entity is required by or Regulatory Authority or other public or private third party is necessary or required under any of with respect to the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub Company or any of their respective assets or properties is bound for its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (ii) the filing of the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company’s stockholders to consider the approval and adoption of this Agreement and approval of the Merger (the “Proxy Statement/Prospectus”) with the United States Securities and Exchange Commission (the “SEC”) in accordance with the Exchange Act, to be included in the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Parent with the SEC in accordance with the Securities Act, and the effectiveness of the Registration Statement, and (iii) such consents, approvals approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, the OTC Bulletin Board and the HSR Act, and the comparable laws of any foreign country reasonably determined by the parties to be required (such consents, approvals, orders, authorizations, registrations, declarations and filings described in clauses (i) through (iii) above being referred to herein as the “Necessary Consents”); and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or actions ofmade, filing with would not be material to the Company or notices to any Governmental Parent or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability parties to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Parent and the Merger-Sub does Purchaser do not, and the performance by the Parent and the Merger-Sub Purchaser of their its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or and 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 on lien upon any of the respective assets or properties of the Parent Purchaser or the Merger-Sub under any of its Subsidiaries under, (i) any of the terms, conditions or provisions of (x) the Certificate of Incorporation any Law or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders Order of any Governmental or Regulatory Authority applicable to Authority, (ii) the Parent certificate of incorporation or the Mergerby-Sub laws of the Purchaser, or (iii) any provision of any indenture, agreement or other instrument by which the Purchaser or any of its Subsidiaries or any of their respective properties or assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the any filing of the Certificate of Merger and other appropriate merger documents required by the DGCL a Current Report on Form 8-K with the Secretary of State of Delaware SEC and appropriate documents any reports or notices required to be filed with the relevant authorities of NASDAQ (or any other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretostock exchange or similar entity), no consent, approval, approval or action of, filing with or notice to any Governmental Government or Regulatory Authority or other public or private third party is necessary or required on the part of the Purchaser under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract indenture, agreement or other instrument pursuant to which the Parent Purchaser or the Merger- Sub any of its Subsidiaries is a party or by which the Parent Purchaser or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Parent and the Merger-SubPurchaser, the performance by the Parent and the Merger-Sub Purchaser of their respective its obligations hereunder or thereunder or the consummation of the transactions contemplated herebyhereby or thereby, except for other than such consents, approvals or actions ofapprovals, filing with or actions, filings and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, Purchaser and its Subsidiaries taken as a whole or materially impair the Merger-Sub or ability of the Surviving Corporation or on the Parent's and the Merger-Sub's ability Purchaser to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) Neither the, execution and delivery by Seller or Summit, as applicable, of this Agreement and the other Transaction Documents to which it is a party nor the consummation by such Person of the transactions contemplated hereby and thereby is an event that, of itself or with the giving of notice or the passage of time or both, will (i) conflict with the charter or bylaws (or similar governing instruments with different names) of such Person, (ii) assuming that the consents and approvals described in Schedule 5.3(a) - Seller's Consents are obtained, constitute a violation of, or conflict with or result in any breach of or any default under, or constitute grounds for termination or acceleration of, any material agreement or instrument to which such Person is a party or by which such Person is, or any of the Transferred Assets are, bound, or result in the creation of any material Liens upon any of the Transferred Assets, including, under any of the Contracts or (iii) assuming receipt of the consents and approvals described in Schedule 5.3(a) - Seller's Consents, violate any Governmental Approval, material judgment, decree or order or statute, rule or regulation applicable to Seller, the Business, or any of the Transferred Assets, except in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults or Liens which, either individually or in the aggregate would not have a Material Adverse Effect. (b) Except as set forth in on Schedule 3.02(d)(i5.3(a) hereto- Seller's Consents, the execution and delivery neither Seller nor any of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub its Affiliates nor any of their obligations hereunder and respective officers, directors or managing employees is required to obtain any license, approval or consent from, or give any notice or make any other filing with respect to, any Regulatory Authority in connection with the consummation of the transactions contemplated hereby will notby this Agreement and the other Transaction Documents, conflict withexcept for licenses, result in a violation approvals, consents, notices or breach offilings the absence or failure to obtain of which, 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 on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could would not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (ii) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) 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 Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub Biokeys does not, and the performance by the Parent and the Merger-Sub Biokeys of their its obligations hereunder and the consummation of the 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 on any of the respective assets or properties of the Parent or the Merger-Sub Biokeys under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws laws of the Parent or the Merger-SubBiokeys, (y) any Laws laws or Orders orders of any Governmental governmental or Regulatory Authority regulatory authority applicable to the Parent or the Merger-Sub Biokeys or any of their respective its assets or properties, or (z) any Contracts contracts to which either the Parent or the Merger-Sub Biokeys is a party or by which either the Parent or the Merger-Sub Biokeys or any of their respective its assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of Liensliens, which individually or in the aggregate, could would not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub Biokeys or on their its ability to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the a Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are Biokeys is qualified to do business, and (y) as disclosed in Schedule 3.02(d)(iiSCHEDULE 3.07(B) hereto, no consent, approval, or action of, filing with or notice to any Governmental governmental or Regulatory Authority regulatory authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law law or Order order of any Governmental governmental or Regulatory Authority regulatory authority or any Contract contract to which the Parent or the Merger- Sub Biokeys is a party or by which the Parent or the Merger-Sub Biokeys or any of their respective its assets or properties is bound for the execution and delivery of this Agreement by the Parent and the Merger-SubBiokeys, the performance by the Parent and the Merger-Sub Biokeys of their respective its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals or actions of, filing with or notices to any Governmental governmental or Regulatory Authority regulatory authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation Biokeys or on the Parent's and the Merger-Sub's Biokeys' ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Merger Sub does do not, and the performance by the Parent and the Merger-Merger Sub of their respective obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict withwith or violate the certificate of incorporation or bylaws of Parent, the articles of incorporation or bylaws of Merger Sub or the equivalent organizational documents of any other Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in paragraph (b) below, conflict with or violate any Law or Order applicable to Parent, Merger Sub or any other Subsidiary of Parent or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a violation default (or breach of, constitute (an event that with or without notice or lapse of time or bothboth would become a default) a default under, result inor impair Parent’s rights or alter the rights or obligations of Parent or any third party under, or give to others any person any right rights of payment or reimbursement, termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result in the creation or imposition of any a Lien on any of the respective properties, including any leased real property, or assets of Parent or properties any of its Subsidiaries pursuant to, any Parent Material Contract. Section 3.5(a) of the Parent or the Merger-Sub Disclosure Schedule lists all consents, waivers and approvals under any Parent Material Contract required to be obtained (other than those already obtained) in connection with the consummation of the termstransactions contemplated hereby, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the which, if not obtained, would have a material adverse effect on Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets its Subsidiaries or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or ability of the Merger-Sub or on their ability parties to consummate the transactions contemplated by this AgreementMerger. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no No consent, approval, order or action authorization of, or registration, declaration or filing with or notice to any Governmental Entity is required by 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 with respect to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for (i) the Necessary Consents and (ii) such other consents, approvals approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or actions ofmade, filing with would not be material to the Company or notices to any Governmental Parent or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability parties to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) heretoAs of the Closing Date, the execution execution, delivery and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent Purchaser and the Merger-Sub MDC Partners of their respective obligations hereunder and the consummation of the transactions contemplated hereby will notnot (a) violate, conflict withwith or result in the breach of any provision of the articles of incorporation and bylaws of the Purchaser or MDC Partners, or (b) assuming the truth and accuracy of the Investment Representation Certificate, result in the violation by the Purchaser or MDC Partners of any Laws or Orders of any Governmental or Regulatory Authority applicable to the Purchaser or MDC Partners or any of its assets or properties, or (c) result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require the Purchaser or MDC Partners to obtain any consent, approval or action of, make any filing with or give any notice to, or result in, in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or or, except for such Liens as may be created in connection with an MDC Financing, result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent Purchaser or the Merger-Sub MDC Partners, under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts Contract to which either the Parent Purchaser or the Merger-Sub MDC Partners is a party or by which either the Parent Purchaser or the Merger-Sub MDC Partners or any of their respective its assets or properties are bound, excluding from except, in the case of the foregoing clauses (yb) and (z) conflictsc), violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could for any such failures to be correct that would not be reasonably expected material to have a Material Adverse Effect the Purchaser or MDC Partners. Except as set forth on Schedule 4.4, assuming the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing truth and accuracy of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoInvestment Representation Certificate, no consent, approval, 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 Parent Purchaser or the Merger- Sub MDC Partners is a party or by which the Parent Purchaser or the Merger-Sub MDC Partners or any of their respective assets or properties is are bound for the execution and delivery of this Agreement by the Parent and the Merger-SubPurchaser or MDC Partners, the performance by the Parent and the Merger-Sub Purchaser or MDC Partners of their respective obligations hereunder or the consummation by the Purchaser or MDC Partners of the transactions contemplated hereby, except for such consents, approvals or actions ofapprovals, filing with actions, filings or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make be obtained or obtain could made would not reasonably be expected material to have a Material Adverse Effect on the Parent, the Merger-Sub Purchaser or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementMDC Partners.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Merger Sub does do not, and the performance by the Parent and the Merger-Merger Sub of their respective obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict withwith or violate the certificate of incorporation or bylaws of Parent, the articles of incorporation or bylaws of Merger Sub or the equivalent organizational documents of any other Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in paragraph (b) below, conflict with or violate any Law or Order applicable to Parent, Merger Sub or any other Subsidiary of Parent or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a violation default (or breach of, constitute (an event that with or without notice or lapse of time or bothboth would become a default) a default under, result inor impair Parent's rights or alter the rights or obligations of Parent or any third party under, or give to others any person any right rights of payment or reimbursement, termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result in the creation or imposition of any a Lien on any of the respective properties, including any leased real property, or assets of Parent or properties any of its Subsidiaries pursuant to, any Parent Material Contract. Section 3.5(a) of the Parent or the Merger-Sub Disclosure Schedule lists all consents, waivers and approvals under any Parent Material Contract required to be obtained (other than those already obtained) in connection with the consummation of the termstransactions contemplated hereby, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the which, if not obtained, would have a material adverse effect on Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets its Subsidiaries or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or ability of the Merger-Sub or on their ability parties to consummate the transactions contemplated by this AgreementMerger. (iib) Except (x) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) hereto, no No consent, approval, order or action authorization of, or registration, declaration or filing with or notice to any Governmental Entity is required by 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 with respect to which the Parent or the Merger- Sub is a party or by which the Parent or the Merger-Sub or any of their respective assets or properties is bound for its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent and the Merger-Sub, the performance by the Parent and the Merger-Sub of their respective obligations hereunder or the consummation of the transactions contemplated hereby, except for (i) the Necessary Consents and (ii) such other consents, approvals approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or actions ofmade, filing with would not be material to the Company or notices to any Governmental Parent or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent, ability of the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability parties to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement and the Tender Agreement by the Parent and the Merger-Sub does do not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and thereunder and the consummation of the 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, permit the termination of any provision of or result in, in the termination of or give to any person any right the acceleration of payment the maturity or reimbursement, termination, cancellation, modification or acceleration performance of, or result in the creation or imposition of any Lien on lien upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates of Incorporation incorporation or Byby-Laws laws (or other comparable charter documents) of the Parent or any of its subsidiaries, or (ii) subject to the Merger-Subtaking of the actions described in paragraph (b) of this Section 4.3, (yA) any Laws Law or Orders of any Governmental or Regulatory Authority Order applicable to the Parent or the Merger-Sub any of its subsidiaries or any of their respective assets or properties, or (zB) any Contracts Contract to which either the Parent or the Merger-Sub any of its subsidiaries is a party or by which either the Parent or the Merger-Sub any of its subsidiaries or any of their respective assets or properties are is bound, excluding from or (C) any employee benefit plan of Parent or any of its subsidiaries; except, with respect to the foregoing clauses clause (yii) and (z) conflictsthose that, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not reasonably be reasonably expected to have a Parent Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this AgreementEffect. (b) Except for (i) the premerger notification requirements of the HSR Act, (ii) Except the requirements of the Securities Act, the Exchange Act and any relevant national securities exchange, and (xiii) for the filing of appropriate documents relating to the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Entities are qualified to do business, and (y) as disclosed in Schedule 3.02(d)(ii) heretoDGCL, no consent, approval, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party person 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 Parent or the Merger- Sub any of its subsidiaries is a party or by which the Parent or the Merger-Sub any of its subsidiaries or any of their respective assets or properties is bound bound, for the execution and delivery of this Agreement or the Tender Agreement by the each of Parent and the Merger-Sub, the performance by the each of Parent and the Merger-Sub of their respective its obligations hereunder or thereunder or the consummation by Parent or Sub of the transactions contemplated herebyhereby or thereby, except for such consents, approvals or actions of, filing with or notices those as to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect on the Parent, the Merger-Sub or the Surviving Corporation or on the Parent's and the Merger-Sub's ability to consummate the transactions contemplated by this AgreementEffect.