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

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

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the loss of a material benefit under, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Company Employee Benefit Plan, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole, on Parent and its Subsidiaries taken as a whole, or on the ability of the Company, Parent or Sub to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Schedule 14D-9 and the Proxy Statement (as defined in Section 4.09) with the Securities Exchange Commission (the "SEC") pursuant to the Securities and Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act"), (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 and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business and (iv) as disclosed in Section 4.04 of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as described the case may be, individually or in Section 4.04 the aggregate, could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole, on Parent and its Subsidiaries taken as a whole, or on the ability of the EUA Disclosure Letter Company, Parent or Sub to consummate the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Schedule 3.04, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter organizational documents) of EUA's Subsidiaries, the Company or any of its Subsidiaries or (ii) to the best of the Company's knowledge, subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any government, court, tribunal, arbitrator, authority, agency, commission, stock exchange, self-regulatory organization, official or other instrumentality of the United States, any foreign country country, supranational organization or any domestic or foreign state, county, city or other political subdivision subdivision, including, without limitation, the SEC or the Internal Revenue Service, (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and clause (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole, or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of the Schedule 14D-9, (ii) for the filing of the proxy statement or information statement (the "Proxy Statement") relating to the Company Shareholders' Meeting (as defined in Section 6.03(b)), as amended or supplemented from time to time, with the SEC pursuant to the Exchange Act, (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the Act with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business and (iv) as disclosed in Schedule 3.04, no consent, approval, authorization or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as described the case may be, individually or in Section 4.04 the aggregate, could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole, or on the ability of the EUA Disclosure Letter or Company to consummate the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The Except for the filing of the Agreement of Merger and other appropriate merger documents required by the DGCL and NYBCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, the execution and delivery of this Agreement by EUA do each of MAT and the Selling Shareholders does not, and the performance by EUA each of MAT and the Selling Shareholders of its or his obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien pledges, claims, liens, charges, encumbrances, and security interests of any kind or nature whatsoever (collectively, "LIENS") upon any of the assets or properties of EUA MAT or any of its Subsidiaries such Selling Shareholder or an Other MAT Shareholder under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates certificate or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's SubsidiariesMAT, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "lawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "ordersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") ), applicable to EUA MAT or such Selling Shareholder or any Other MAT Shareholder or any of its Subsidiaries or any of their respective his assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which EUA MAT or any of its Subsidiaries such Selling Shareholder or an Other MAT Sharholder is a party or by which EUA MAT or such Selling Shareholder or Other MAT Shareholder or any of its Subsidiaries or any of their respective his assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect. (b) No declarationconsent, approval or action of, filing or registration with, 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 MAT or a Selling Shareholder or an Other MAT Shareholder is a party or by which MAT or a Selling Shareholder or an Other MAT Shareholder or any of its or his assets or properties is bound for the execution and delivery of this Agreement by EUA MAT or the Selling Shareholders, the performance by MAT or each Selling Shareholder of its or his obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)hereby.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”) upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization charter or bylaws (of the Company or other comparable charter documents) any of EUA's its Subsidiaries, respectively, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals the Company Stockholders’ Approval (as defined in Section 6.3 below) and the taking of any other the actions described in paragraph (b) of this Section 4.043.4, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, decree, order, writ, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision subdivision, or the Nasdaq NMS (a "“Governmental or Regulatory Authority") ”), applicable to EUA or any of the Company, its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA the Company or any of its Subsidiaries is a party or by which EUA or any of the Company, its Subsidiaries or any of their respective assets or properties is are subject to or bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company. (b) No declarationExcept for (i) the filing of a pre-merger notification report by the Company under, and any other actions required under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) the approvals listed on Schedule 3.4(b) of the Company Disclosure Schedule, and (iii) the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and such other filings under Sections 13(a) and 14(a) of the Exchange Act as may be required in connection with this Agreement and the transactions completed hereby, and (iv) the filing of the Articles of Merger and Certificate of Merger and other appropriate merger documents required by the MGCL and the DGCL and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company, its Subsidiaries or any of their respective assets or properties are subject to or bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA the Company of the Merger and other transactions contemplated hereby except as described in Section 4.04 of hereby, excluding from the EUA Disclosure Letter or foregoing such consents, approvals, actions, filings and notices which the failure of which to obtain could make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to result in an EUA have a Material Adverse Effect (on the "EUA Required Statutory Approvals," it being understood that references Company. As of the date of this Agreement, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in this Agreement order to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid permit consummation of the Merger on a violation of law)timely basis.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement and the Stock Option Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and thereunder and the consummation of the Merger and other transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, States any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by 12 17 which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Schedule 14D-9 and the Proxy Statement (as defined in Section 4.09) with the SEC pursuant to the Exchange Act, (iii) for the actions pursuant to Section 14(f) of and Rule 14f-1 under the Exchange Act contemplated by Section 1.03(b), (iv) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (v) as disclosed in Schedule 4.04 hereto, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement and the Stock Option Agreement by EUA the Company, the performance by the Company of its obligations hereunder and thereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or thereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA have a Material Adverse Effect (on the "EUA Required Statutory Approvals," it being understood that references in Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)the Stock Option Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.043.04(b), (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures is a party or by which EUA the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of an application under Section 203 and any directly related Section of, or regulation under, the Power Act (as defined in Section 3.05(b)) for the sale or disposition of jurisdictional facilities of the Company; (iv) for the filing of the Articles of Merger and other appropriate merger documents required by the BCA with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business; and (v) as disclosed in Section 3.04 of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries or any of the Company Joint Ventures is a party or by which the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain could make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to result in an EUA Material Adverse Effect (have a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA Inprise do not, and the performance by EUA Inprise of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA Inprise or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Inprise or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Inprise Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA Inprise or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA Inprise or any of its Subsidiaries is a party or by which EUA Inprise or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on Inprise and its Subsidiaries taken as a whole or on the ability of Inprise to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by Inprise under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and 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 DL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) the filing(s) as may be required by the Investment Canada Act and/or the Competition Act (Canada, (v) such filings as are required to be made under Canadian securities law, (vi) such filings as are required to be made with NASDAQ and the TSE, and (vii) as disclosed in Section 3.04 of the Inprise Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Inprise or any of its Subsidiaries is a party or by which Inprise or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA Inprise, the performance by Inprise of its obligations hereunder or the consummation by EUA Inprise of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA Material Adverse Effect (have a material adverse effect on Inprise and its Subsidiaries taken as a whole or on the "EUA Required Statutory Approvals," it being understood that references in ability of Inprise to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

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

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA A1 do not, and the performance by EUA A1 of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, (i) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, or result in the creation 32 21 or imposition of any Lien upon any of the assets or properties of EUA or any of its Subsidiaries or A1 Entity under, any of the terms, conditions or provisions of (ix) the EUA Trust Agreement or the certificates certificate or articles of incorporation or organization By-laws (in the case of a corporation), trust agreement, declaration of trust, deed or bylaws trustees' regulations (in the case of a trust), limited liability company or operating agreement or registration certificate (in the case of a limited liability company) or agreement or certificate of partnership or joint venture (in the case of a partnership or joint venture) (including, in each such case, all amendments, supplements, other comparable charter documentsmodifications and assignments thereof) ("Charter Documents") of EUA's Subsidiariesany A1 Entity, or (iiy) subject to the obtaining of EUA Shareholdersthe A1 Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04and the obtaining of the consents and approvals, the making of the filings and the giving of the notices described in Section 3.1.4 of the A1 Disclosure Letter, (x1) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA any A1 Entity or any of its Subsidiaries or any of their respective assets or properties, or (y2) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, deed of trust, deed to secure debt, security agreement, co-tenancy agreement, reciprocal easement agreement, management agreement, leasing agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (including, in each case, all amendments, supplements, other modifications and assignments thereof) (together, "Contracts") to which EUA or any of its Subsidiaries A1 Entity is a party or by which EUA any A1 Entity or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x1) and (y2) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the A1 Entities taken as a whole or on the ability of A1 to consummate the transactions contemplated by this Agreement or (ii) to the knowledge of A1, adversely affect the qualification of A1 as a REIT. (b) No declarationExcept (i) for the filing of the Proxy Statement (as defined in Section 3.1.9) and the Registration Statement (as defined in Section 4.1.9) with the SEC pursuant to the Securities Exchange Act of 1934, as amended, 33 22 and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (ii) for 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 any of the Constituent Corporations are qualified to do business, (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 A1 Entity conducts any business or owns any property or assets or (B) any federal, state, local or foreign Environmental Law (as defined below) and (iv) as disclosed in Section 3.1.4 of the A1 Disclosure Letter, no consent, approval or action of, filing or registration with, 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 any A1 Entity is a party or by which any A1 Entity or any of its assets or properties is bound for the execution and delivery of this Agreement by EUA A1, the performance by A1 of its obligations hereunder or the consummation by EUA A1 of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA Material Adverse Effect (have a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in A1 Entities taken as a whole or on the ability of A1 to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

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

Non-Contravention; Approvals and Consents. (ai) The Subject to obtaining the CRC Stockholders' Approval and the taking of the actions described in paragraph (ii) of this Section 4.01(d), the execution and delivery of this Agreement by EUA CRC do not, and the performance by EUA CRC of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA CRC or any of its the CRC Acquired Subsidiaries or under, any of the terms, conditions or provisions of (ix) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws by-laws (or other comparable charter documents) of EUA's CRC or any of the CRC Acquired Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (xy) any statute, law, rule, regulation regulation, or ordinance (togethercollectively, "lawsLaws"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA CRC or any of its the CRC Acquired Subsidiaries or any of their respective assets or properties, properties which are part of the Acquired Businesses or (yz) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, licenselicense (except for the license agreement with Carnival, which shall terminate at Closing), franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which EUA CRC or any of its the CRC Acquired Subsidiaries is a party or by which EUA CRC or any of its the CRC Acquired Subsidiaries or any of their respective assets or properties which are part of the Acquired Businesses is bound, excluding from except for any of the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens matters which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse EffectEffect on the Acquired Business, taken as a whole, or on the ability of CRC to consummate the transactions contemplated by this Agreement. (bii) No declarationExcept for (v) the filing of a premerger notification and report form by CRC under the HSR Act, (w) the filing of the Joint Proxy Statement with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and filings with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement, (x) the filing of the Nevada Articles and Florida Articles and other appropriate merger documents pursuant to and in accordance with the laws of the States of Nevada and Florida, and appropriate documents with the relevant authorities of other states in which CRC is qualified to do business, (y) the licensing, permitting, registration or other approval of, or written consent or no action letter from, each Governmental or Regulatory Authority with regulatory control or jurisdiction over the conduct of lawful gaming or gambling by CRC and the CRC Acquired Subsidiaries, including, without limitation the Louisiana State Police, the Louisiana Gaming Control Board, the Ontario Casino Corporation, the Alcohol and Gaming Commission of Ontario, the State of Washington Gambling Commission and the U.S. National Indian Gaming Commission (a "CRC Gaming Authority"), within each municipality, state or commonwealth, or subdivision thereof, wherein CRC or any of the CRC Acquired Subsidiaries conducts business on the date hereof and (z) obtaining the consents and approvals described in Schedule 4.01(d) hereto (which shall include, but not be limited to, consents to the assignment of Contracts with the Wampanoag and Kalispel Tribes), no consent, approval, or action of, filing 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 CRC or any of the CRC Acquired Subsidiaries is a party or by which CRC or any of the CRC Acquired Subsidiaries or any of their respective assets or properties which are part of the Acquired Businesses is bound for the execution and delivery of this Agreement by EUA CRC, the performance by CRC of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby hereby, except as described in Section 4.04 of the EUA Disclosure Letter for such consents, approvals, or actions of, 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 be reasonably be expected to result in an EUA have a Material Adverse Effect (on the "EUA Required Statutory Approvals," it being understood that references in Acquired Businesses taken as a whole or on the ability of CRC to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA SoftQuad do not, and the performance by EUA SoftQuad of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA SoftQuad or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's SoftQuad or any of its Subsidiaries, or (ii) subject to the obtaining of EUA ShareholdersSoftQuad Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, Canada and any other foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA SoftQuad or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA SoftQuad or any of its Subsidiaries is a party or by which EUA SoftQuad or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments payment or reimbursementsreimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on SoftQuad and its Subsidiaries taken as a whole or on the ability of SoftQuad to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by SoftQuad under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), if required, (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various Canadian provincial and 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 DL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) the filing(s) as may be required by the Investment Canada Act (Canada) and/or the Competition Act (Canada), (v) such filings as are required to be made under Canadian securities law, (vi) such filings as are required to be made with OTC Bulletin Board maintained by the National Association of Securities Dealers, and (vii) as disclosed in Section 3.04 of the SoftQuad Disclosure Letter, no consent, approval or action of, filing or registration with, 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 SoftQuad or any of its Subsidiaries is a party or by which SoftQuad or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA SoftQuad, the performance by SoftQuad of its obligations hereunder or the consummation by EUA SoftQuad of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA Material Adverse Effect (have a material adverse effect on SoftQuad and its Subsidiaries taken as a whole or on the "EUA Required Statutory Approvals," it being understood that references in ability of SoftQuad to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Seller Parent and the Seller do not, and the performance by EUA each of them of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien Encumbrances upon any of the assets or properties of EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Organizational Documents of the Seller Parent, the Seller, the Company or any of the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Company’s Subsidiaries, or (ii) subject to the obtaining of EUA the Seller Parent Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals ’ Approval and the taking of any other the actions described in this Section 4.042.4(b), (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, decree, order, writ, permit or license (together, "“orders"”), of any court, tribunal, tribunal arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth except as disclosed in Section 4.04 2.4 of the EUA Seller Parent Disclosure Letter (the "EUA Required Consents")Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries them is a party or by which EUA or any of its Subsidiaries them or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Seller Parent or the Seller to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) for the approval by the United Kingdom Listing Authority (the “UKLA”) of the Seller Shareholder Disclosure Documents, (iii) for the filings with and notices to the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), (iv) for the filings with, notices to, and orders, consents and approvals of, the SEC pursuant to the 1935 Act, (v) for the filing of an application under Section 203 of the Power Act for the sale or disposition of jurisdictional facilities of the Company, (vi) for the filings with, notices to, and orders, consents and approvals of, the Nuclear Regulatory Commission (“NRC”), (vii) for the filings with, notices to, and orders, consents and approvals of, the Federal Communications Commission (“FCC”), (viii) for the filings with, notices to, and orders, consents and approvals of, the state public utilities commission (including, without limitation, the state utility regulatory agencies of California, Idaho, Oregon, Utah, Washington and Wyoming), and (ix) as disclosed in Section 2.4 of the Seller Parent Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Seller Parent, the Seller, the Company or any of the Company’s Subsidiaries or any of the Joint Ventures is a party or by which the Seller Parent, the Seller, the Company or any of the Company’s Subsidiaries or any of the Joint Ventures or any of their respective assets or properties is bound, for the execution and delivery of this Agreement by EUA the Seller Parent and the Seller, the performance by the Seller Parent and the Seller of their respective obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain could make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to result in an EUA Material Adverse Effect (have a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in Company and its Subsidiaries taken as a whole or on the ability of the Seller Parent or the Seller to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) 1. The execution and delivery of this Agreement by EUA the Seller Parent and the Seller do not, and the performance by EUA each of them of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien Encumbrances upon any of the assets or properties of EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Organizational Documents of the Seller Parent, the Seller, the Company or any of the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Company’s Subsidiaries, or (ii) subject to the obtaining of EUA the Seller Parent Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals ’ Approval and the taking of any other the actions described in this Section 4.042.4(b), (x) any statute, law, rule, regulation or ordinance (together, "“laws"”), or any judgment, decree, order, writ, permit or license (together, "“orders"”), of any court, tribunal, tribunal arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Seller Parent, the Seller, the Company or any of its the Company’s Subsidiaries or any of the Joint Ventures or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth except as disclosed in Section 4.04 2.4 of the EUA Seller Parent Disclosure Letter (the "EUA Required Consents")Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries them is a party or by which EUA or any of its Subsidiaries them or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, could would not reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Seller Parent or the Seller to consummate the transactions contemplated by this Agreement. 2. Except (bi) No declarationfor the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) for the approval by the United Kingdom Listing Authority (the “UKLA”) of the Seller Shareholder Disclosure Documents, (iii) for the filings with and notices to the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), (iv) for the filings with, notices to, and orders, consents and approvals of, the SEC pursuant to the 1935 Act, (v) for the filing of an application under Section 203 of the Power Act for the sale or disposition of jurisdictional facilities of the Company, (vi) for the filings with, notices to, and orders, consents and approvals of, the Nuclear Regulatory Commission (“NRC”), (vii) for the filings with, notices to, and orders, consents and approvals of, the Federal Communications Commission (“FCC”), (viii) for the filings with, notices to, and orders, consents and approvals of, the state public utilities commission (including, without limitation, the state utility regulatory agencies of California, Idaho, Oregon, Utah, Washington and Wyoming), and (ix) as disclosed in Section 2.4 of the Seller Parent Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Seller Parent, the Seller, the Company or any of the Company’s Subsidiaries or any of the Joint Ventures is a party or by which the Seller Parent, the Seller, the Company or any of the Company’s Subsidiaries or any of the Joint Ventures or any of their respective assets or properties is bound, for the execution and delivery of this Agreement by EUA the Seller Parent and the Seller, the performance by the Seller Parent and the Seller of their respective obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain could make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to result in an EUA Material Adverse Effect (have a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in Company and its Subsidiaries taken as a whole or on the ability of the Seller Parent or the Seller to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 4.4(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws by-laws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to obtaining the obtaining of EUA ShareholdersCompany Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.044.4(b), (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such ), conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a pre-merger notification report by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, anx xxx xxxxx xxx xegulations thereunder (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 and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iii) as disclosed in Section 4.4(b) of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to result in an EUA have a Company Material Adverse Effect (or prevent, materially impair or materially delay the "EUA Required Statutory Approvals," it being understood that references in ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

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

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 4.04(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, the European Union or other supranational body, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or propertiesproperties or any Company Permits , or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") or any Company Employee Benefit Plan to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of the Schedule 14D-9 and any Proxy Statement with the SEC pursuant to the Exchange Act, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iii) for the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (iv) for the merger notice filing required under the Competition Act Xx. 00 xx 0000 xx xxx Xxxxxxxx xx Xxxxx Xxxxxx (the "South African Competition Act") and (v) as disclosed in Section 4.04 of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA have a Company Material Adverse Effect (or a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.08(a) of the Selling Shareholder Disclosure Schedule, the execution and delivery of this Agreement by EUA the Selling Shareholder do not, and the performance by EUA the Selling Shareholder of its obligations hereunder and the consummation by it of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, reimbursement under or termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Governing Instrument of the Company or the certificates or articles any of incorporation or organization or bylaws (or other comparable charter documents) of EUA's its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any legislative or regulatory enactment, statute, lawordinance, rulelaw or regulation (collectively, regulation or ordinance (together, "“laws")”) existing on the date of this Agreement, or any judgment, decree, order, writ, permit or license (togethercollectively, "“orders"”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (each, a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation obligation, rate, rate schedule, tariff, utility service agreement or like document filed with or approved by any Governmental or Regulatory Authority, or agreement or undertaking of any kind (together, "“Contracts"”) to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse Effect, or a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a notification and report by the Purchaser and the Selling Shareholder (the “Notification and Report”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) for (x) the approval of, or the making of a public interest determination by, the Public Utility Commission of Texas (“PUCT”) under Texas law, to the extent required by the Texas Public Utility Regulatory Act, and (y) the approval of the New Mexico Public Regulation Commission (“NMPRC”) under New Mexico law, to the extent required by the New Mexico Public Utility Act, (iii) for approval of the Federal Energy Regulatory Commission (the “FERC”) pursuant to an application made under section 203, and any other pertinent section of or regulation under the Federal Power Act (the “Power Act”), or an order of the FERC under the Power Act disclaiming jurisdiction over this Agreement, (iv) for an order of the SEC approving the Transaction under section 9(a)(2) of PUHCA, (v) for the approval of the Federal Communications Commission (“FCC”) on the application for transfer of control of the Company’s licenses under Section 310(d) of the Communications Act of 1934, as amended (the “Communications Act”, 47 U.S.C. § 310(d)), and (vi) as disclosed in Section 3.08(b) of the Selling Shareholder Disclosure Schedule, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Selling Shareholder, the performance by the Selling Shareholder of its obligations hereunder or the consummation by EUA it of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA have a Company Material Adverse Effect (or a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

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

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization regulations or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.043.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, breaches and defaults, payments or reimbursementssuch rights of payment, terminationsreimbursement, cancellationstermination, modificationscancellation, accelerations modification and acceleration, and such creations and impositions of Liens Liens, which, individually or in the aggregate, could would not be reasonably be expected to have an EUA a Company Material Adverse Effect. (b) No declarationconsent, approval or action of, registration or filing or registration with, or notice to or authorization, consent or approval of, permit from any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the transactions contemplated hereby, except (i) for the filing of the Certificate of Merger and other transactions contemplated hereby except appropriate merger documents required by the OGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (ii) as described disclosed in Section 4.04 3.04 of the EUA Company Disclosure Letter or Letter, and (iii) where the failure of which to obtain could not make, take or obtain, as the case may be, such consents, approvals, actions, registrations, filings, notices and permits would not, individually or in the aggregate, be reasonably be expected to result in an EUA have a Company Material Adverse Effect Effect. To the knowledge of the Company, neither the filing of a pre-merger notification report by the Company nor any other actions of the Company is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to HSR Act"obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).

Non-Contravention; Approvals and Consents. (a) The Other than as contemplated by this Agreement and except for defaults, violations and other matters to be caused by filing the Bankruptcy Case, the execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a material violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, charge, encumbrance, security interest, pledge or equity of any kind (together, a "LIEN") upon any of the assets or properties of EUA the Company or any of its Subsidiaries or subsidiaries under, any of the terms, conditions or provisions of (i) the EUA Trust Partnership Agreement or of the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiaries, Company or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other actions described in this Section 4.04, (x) any statute, law, rule, regulation or ordinance (together, "lawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "ordersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to EUA the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties, or (yiii) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which EUA the Company or any of its Subsidiaries subsidiaries is a party or by which EUA the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties are bound, other than customary provisions prohibiting or restricting assignment of contracts. (b) Except for the filing of (i) the certificate of formation relating to the formation of Subsidiary LLC and, to the extent required, a certificate of amendment relating to each of LLC Newco and the Company, (ii) the approval of the Enron Settlement Agreement by the Bankruptcy Court and the Enron Bankruptcy Court and (iii) the approval of the Plan and the related disclosure statement (the "DISCLOSURE STATEMENT"), and the debtor in possession financing contemplated by the Bankruptcy Case, including the DIP Financings, by the Bankruptcy Court, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect. (b) No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described hereby. (c) The Company is in Section 4.04 material compliance with all applicable Laws and Orders of the EUA Disclosure Letter any Governmental or the failure of Regulatory Authority in all jurisdictions in which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)is presently doing business.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.08(a) of the Selling Shareholder Disclosure Schedule, the execution and delivery of this Agreement by EUA the Selling Shareholder do not, and the performance by EUA the Selling Shareholder of its obligations hereunder and the consummation by it of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, reimbursement under or termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement Governing Instrument of the Company or the certificates or articles any of incorporation or organization or bylaws (or other comparable charter documents) of EUA's its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any legislative or regulatory enactment, statute, lawordinance, rule, law or regulation or ordinance (togethercollectively, "laws")) existing on the date of this Agreement, or any judgment, decree, order, writ, permit or license (togethercollectively, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (each, a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation obligation, rate, rate schedule, tariff, utility service agreement or like document filed with or approved by any Governmental or Regulatory Authority, or agreement or undertaking of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse Effect, or a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a notification and report by the Purchaser and the Selling Shareholder (the "Notification and Report") under the Hart-Scott-Rodino Antitrust Improvxxxxxx Xxx xx 0006, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for (x) the approval of, or the making of a public interest determination by, the Public Utility Commission of Texas ("PUCT") under Texas law, to the extent required by the Texas Public Utility Regulatory Act, and (y) the approval of the New Mexico Public Regulation Commission ("NMPRC") under New Mexico law, to the extent required by the New Mexico Public Utility Act, (iii) for approval of the Federal Energy Regulatory Commission (the "FERC") pursuant to an application made under section 203, and any other pertinent section of or regulation under the Federal Power Act (the "Power Act"), or an order of the FERC under the Power Act disclaiming jurisdiction over this Agreement, (iv) for an order of the SEC approving the Transaction under section 9(a)(2) of PUHCA, (v) for the approval of the Federal Communications Commission ("FCC") on the application for transfer of control of the Company's licenses under Section 310(d) of the Communications Act of 1934, as amended (the "Communications Act", 47 U.S.C. ss. 310(d)), and (vi) as disclosed in Section 3.08(b) of the Selling Shareholder Disclosure Schedule, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Selling Shareholder, the performance by the Selling Shareholder of its obligations hereunder or the consummation by EUA it of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA have a Company Material Adverse Effect (or a material adverse effect on the "EUA Required Statutory Approvals," it being understood that references in ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals and the taking of any other the actions and obtaining the approvals described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign domestic, state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA a Company Material Adverse EffectEffect or adversely affect in any material respect the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement/Prospectus (as defined in Section 8.04) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and filings on Schedules 13G or 13D by certain affiliates of the Company pursuant to the Exchange Act, and filings required to be made with the National Association of Securities Dealers, Inc., (iii) for the filing of the Restated Charter, the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iv) filings with, and approvals or orders of the FCC as may be required under the Communications Act of 1934, as amended (the "Communications Act") and the FCC's rules and regulations ("FCC Regulations") in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (collectively, "FCC Approval"), no consent, approval or action of, filing or registration with, with or notice to or authorization, consent or approval of, any Governmental or Regulatory Authority is necessary or required for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to result in an EUA have a Company Material Adverse Effect (or adversely affect in any material respect the "EUA Required Statutory Approvals," it being understood that references in ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”) upon any of the assets or properties of EUA or any of its Subsidiaries or the Company under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles certificate of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiariesthe Company, or (ii) subject to the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals the Company Stockholders’ Approval (as defined in Section 6.3 below) and the taking of any other the actions described in paragraph (b) of this Section 4.043.4, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, decree, order, writ, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries the Company is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for any filing of a pre-merger notification report by the Company required under, and any other actions required under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) for the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and such other filings under the Exchange Act as may be required in connection with this Agreement and the transactions completed hereby, and (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, no consent, approval or action of, filing or registration with, 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 Company is a party or by which the Company or any of its assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA the Company of the Merger and other transactions contemplated hereby except as described in Section 4.04 of hereby, excluding from the EUA Disclosure Letter or foregoing such consents, approvals, actions, filings and notices which the failure of which to obtain could make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to result in an EUA have a Material Adverse Effect (on the "EUA Required Statutory Approvals," it being understood that references in Company or on the ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations(but not excluding any consents, approvals, actions, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of lawnotices under the Company Store Leases).

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.044.4(b) and except as disclosed in Section 4.4(a) of the Company Disclosure Letter, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and xxx xxxxx xxx xxxulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 4.6(a) and the Registration Statement (as defined in Section 5.9(a)) 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 and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iv) as disclosed in Section 4.4(b) of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to result in an EUA have a Company Material Adverse Effect (or prevent, materially impair or materially delay the "EUA Required Statutory Approvals," it being understood that references in ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA Grizzly do not, and the performance by EUA Grizzly of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA Grizzly or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Grizzly or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Grizzly Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA Grizzly or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA Grizzly or any of its Subsidiaries is a party or by which EUA Grizzly or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on Grizzly and its Subsidiaries taken as a whole or on the ability of Grizzly to consummate the transactions contemplated by this Agreement. (b) No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary Except (i) for the execution filing of a premerger notification report by Grizzly under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and delivery of this Agreement by EUA or the consummation by EUA rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other transactions contemplated hereby except appropriate merger documents required by the MBCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) the filing(s) as described in Section 4.04 of may be required by the EUA Disclosure Letter or Investment Canada Act and/or the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).A-7

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution and delivery of this Agreement and all related agreements by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and thereunder and the consummation of the Merger and other transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization code of regulations of the Company or bylaws (or other comparable charter documents) any of EUA's its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals ’ Approval and the taking of any other the actions described in paragraph (b) of this Section 4.043.04, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”) (including, without way of limitation, any “fair price,” “merger moratorium,” “control share acquisition” or other similar anti-takeover Laws), or any judgment, decree, order, writ, injunction, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, agreement, contract, lease or other instrument, obligation or agreement of any kind kind, whether written or oral (together, "“Contracts"”) to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA Material Adverse Effect. (b) No declarationExcept (i) for the filing of a telecommunications application to transfer control with the Ohio Public Utilities Commission (the “PUCO”) by Parent under, and any other actions required under, Title 49 of the Ohio Revised Code, as amended, and the rules and regulations thereunder (the “Ohio Act”), (ii) for the filing of a telecommunications application to transfer control with the Federal Communications Commission (the “FCC”) by Parent under, and any other actions required under, the Communications Act of 1934, as amended, and the rules and regulations thereunder (the “Telecom Act”), (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the OGCL with the Secretary of State, and (iv) as set forth in Section 3.04(b) of the Company Disclosure Letter (including, without way of limitation, with regard to Contracts described in Section 3.11(b) hereof), no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement and all related agreements by EUA the Company, the performance by the Company of its obligations hereunder or thereunder or the consummation by EUA the Company of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)thereby.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA do the Company does not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”) upon any of the assets or properties of EUA or any of its Subsidiaries or the Company under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles certificate of incorporation or organization or bylaws (or other comparable charter documents) of EUA's Subsidiariesthe Company, or (ii) subject to Table of Contents the obtaining of EUA Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals the Company Stockholders’ Approval (as defined in Section 6.3 below) and the taking of any other the actions described in paragraph (b) of this Section 4.043.4, (x) any statute, law, rule, regulation or ordinance (together, "laws"“Laws”), or any judgment, decree, order, writ, permit or license (together, "orders"“Orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which EUA or any of its Subsidiaries the Company is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments rights of payment or reimbursementsreimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be expected to have an EUA a Material Adverse EffectEffect on the Company or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for any filing of a pre-merger notification report by the Company required under, and any other actions required under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) for the filing of the Proxy Statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and such other filings under the Exchange Act as may be required in connection with this Agreement and the transactions completed hereby, and (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, no consent, approval or action of, filing or registration with, 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 Company is a party or by which the Company or any of its assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA the Company of the Merger and other transactions contemplated hereby except as described in Section 4.04 of hereby, excluding from the EUA Disclosure Letter or foregoing such consents, approvals, actions, filings and notices which the failure of which to obtain could make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to result in an EUA have a Material Adverse Effect (on the "EUA Required Statutory Approvals," it being understood that references in Company or on the ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations(but not excluding any consents, approvals, actions, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of lawnotices under the Company Store Leases).

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization regulations or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary Except (i) for the execution filing of a premerger notification report by the Company under, and delivery any other actions required under, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of this Agreement by EUA or 1976, as amended, and the consummation by EUA rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (iii) for the filing of the Certificate of Merger and other transactions contemplated hereby except as described appropriate merger documents required by the OGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in Section 4.04 of the EUA Disclosure Letter or the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).the

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Significant Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Significant Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLAWS"), or any judgment, decree, order, writ, permit or license (together, "ordersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "ContractsCONTRACTS") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of the Proxy Statement (as defined in SECTION 3.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "EXCHANGE ACT"), (ii) the filing of a Schedule 13E-3 with the SEC pursuant to the Exchange Act (the "SCHEDULE 13E-3"), (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State, (iv) for obtaining Company Stockholders' Approval, (v) for obtaining the Company Debt Financing and (vi) as disclosed in SECTION 3.04 of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as described the case may be, individually or in Section 4.04 the aggregate, could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the EUA Disclosure Letter or Company to consummate the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Significant Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter organizational documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary Except (i) for the execution filing of a pre-merger notification report by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and delivery of this Agreement by EUA or the consummation by EUA rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other transactions contemplated hereby except as described in Section 4.04 appropriate merger documents required by the DGCL with the Secretary of the EUA Disclosure Letter or the failure of which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; State and having such waiting periods expire as are necessary to avoid a violation of law).appropriate documents with

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) the EUA Trust Agreement or the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA Shareholdersthe Company Stockholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in this Section 4.044.4(b) and except as disclosed in Section 4.4(a) of the Company Disclosure Letter, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursementsrights of payment and reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an EUA a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the Proxy Statement (as defined in Section 4.6(a) and the Registration Statement (as defined in Section 5.9(a)) 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 and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, and (iv) as disclosed in Section 4.4(b) of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, 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 Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by EUA the Company, the performance by the Company of its obligations hereunder or the consummation by EUA of the Merger and other transactions contemplated hereby except as described in Section 4.04 of the EUA Disclosure Letter or hereby, other than such consents, approvals, actions, filings and notices which the failure of which to obtain make or obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to result in an EUA have a Company Material Adverse Effect (or prevent, materially impair or materially delay the "EUA Required Statutory Approvals," it being understood that references in ability of the Company to consummate the transactions contemplated by this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law)Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by EUA the Company do not, and the performance by EUA the Company of its obligations hereunder and the consummation of the Merger and other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of EUA the Company or any of its Subsidiaries or under, any of the terms, conditions or provisions of (i) subject to the EUA Trust Agreement or obtaining of the Company Shareholders' Approval, the certificates or articles of incorporation or organization or bylaws (or other comparable charter documents) of EUA's the Company or any of its Subsidiaries, or (ii) subject to the obtaining of EUA the Company Shareholders' Approval, EUA Required Consents, EUA Required Statutory Approvals Approval and the taking of any other the actions described in paragraph (b) of this Section 4.04Section, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to EUA the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) subject to obtaining the third-party consents set forth in Section 4.04 of the EUA Disclosure Letter (the "EUA Required Consents"), any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which EUA the Company or any of its Subsidiaries is a party or by which EUA the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such conflicts, violations, breaches, defaults, payments or reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effecta material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement. (b) No declarationExcept (i) for the filing of a premerger notification report by the Company under the Hart- Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) any required filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and filings with any state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Agreement of Merger and other appropriate merger documents required by the California Code with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) filings required by the California Department of Corporations and any other state regulatory body, (v) the receipt of all necessary shareholder consents, and (vi) as disclosed in Section 3.4 of the Company Disclosure Letter, no consent, approval or action of, filing or registration with, with or notice to or authorization, consent or approval of, any Governmental or Regulatory Authority or other public or private third party is necessary for the execution and delivery of this Agreement by EUA or the consummation by EUA required under any of the Merger and other transactions contemplated hereby except as described in Section 4.04 terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the EUA Disclosure Letter Company or the failure any of its Subsidiaries is a party or by which to obtain could not reasonably be expected to result in an EUA Material Adverse Effect (the "EUA Required Statutory Approvals," it being understood that references in this Agreement to "obtaining" such EUA Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law).the