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 the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, or (ii) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (b) of this Section, (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 or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") 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, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries. (b) Except for (i) the premerger notification requirements of the HSR Act, (ii) the requirements of the Exchange Act and the Nasdaq Stock Market, (iii) the filing of appropriate documents relating to the Merger required by the ABCA, and (iv) requirements of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permits, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person is required, under any Law or Order or any Contract to which 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 the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that the failure to make or obtain, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the 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, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien lien, claim, mortgage, charge, encumbrance, security interest, pledge or equity of any kind ("LIEN") upon any of the assets or properties of the Company or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of (i) the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Company or any of its Subsidiaries, or (ii) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (b) of this Section, (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 in the United States, or of any foreign country (a "Governmental or Regulatory AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties, or (y) 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 the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries. (b) Except for (i) the premerger notification requirements filing of the HSR Actcertificate of designations relating to the New Stock with the Delaware Secretary of State, to the extent required, (ii) filings in connection with the requirements of Registration Rights Agreement with the Securities and Exchange Act Commission ("SEC") and the Nasdaq Stock Marketas may be required under state securities laws, and (iii) the filing approval of appropriate documents relating to the Merger required Plan by the ABCA, and (iv) requirements of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsapplicable court, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person public or private third party is requirednecessary, 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 subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective assets or properties is bound, for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that the failure of which consent or approval to make be obtained, or obtainaction, individually filing or in the aggregatenotice to be made, (I) could not reasonably would be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariesmaterial.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws code of regulations (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (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 or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) 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 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, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries. (b) Except for (i) for the filing of a premerger notification requirements 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 requirements filing of the Exchange Act Certificate of Merger and other appropriate merger documents required by the Nasdaq Stock Market, Ohio GCL 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) the filing of appropriate documents relating to the Merger required by the ABCA, and (iv) requirements of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsas disclosed in Schedule 3.04 hereto, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person public or private third party is requirednecessary or required under any of the terms, under 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, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that the failure to make or obtain, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiaries.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of 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 certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this SectionSECTION 3.04(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 States, any foreign country or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") applicable to the Company or any of its Subsidiaries or any of the Company Joint Ventures or any of their respective assets or properties, or (y) 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 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, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, rights of payment and (z) those reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, (I) could would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement. (b) Except for (i) for the filing of a premerger notification requirements report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR ActACT"), (ii) for the requirements 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 Nasdaq Stock Marketrules 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 relating to the Merger required by the ABCA, 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 (ivv) requirements as disclosed in SECTION 3.04 of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsthe Company Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person public or private third party is required, necessary or required under any Law of the terms, conditions or Order 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, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, (I) could would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.4 of the DISCLOSURE SCHEDULE, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of, of or the acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the articles certificate of incorporation or bylaws by-laws of the Company or any of its SubsidiariesCompany, or (ii) subject to receipt of the Requisite Shareholder Stockholder Approval with respect to the Merger and the taking of the actions described in paragraph (b) of this SectionSection 3.4, (xA) 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 or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") 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, or (zC) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to the foregoing clauses clause (ii) (x), (y) and (z) those which, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their SubsidiariesEffect. (b) Except for (i) the premerger notification requirements of the HSR Act, (ii) the requirements of the Exchange Act and the Nasdaq Stock Market, Market and (iii) the filing of appropriate documents relating to the Merger required by the ABCA, and (iv) requirements of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsDGCL, no consent, approval or action of, or filing with or notice to to, any Governmental or Regulatory Authority or other person is required, required under any Law or Order 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 the Company, Company or the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, except those that as to which the failure to make or obtain, individually or in the aggregate, (I) could not reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their SubsidiariesEffect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (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 or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) 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 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, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and (z) those creations and impositions of Liens which, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement. (b) Except for (i) for the premerger filing of a pre-merger notification requirements report by the Company under Section 7A of the Xxxxxxx Act (Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976), as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the requirements filing of the Proxy Statement (as that term is defined in Section 4.08) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the Nasdaq Stock Market, rules and regulations thereunder (the "Exchange Act") and (iii) for the filing of the Certificate of Merger and other appropriate merger documents relating to the Merger required by the ABCA, CGCL 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) requirements as disclosed in Section 3.04 of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsthe Company Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person public or private third party is requirednecessary or required under any of the terms, under 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, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this SectionSection , (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 or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) 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 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, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and (z) those creations and impositions of Liens which, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement. (b) Except for (i) for the filing of a premerger notification requirements 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 requirements filing of the Proxy Statement (as defined in Section 3.09) and 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 Nasdaq Stock Marketrules 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 any state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents relating to the Merger required by the ABCADGCL 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) requirements as disclosed in Section 3.04 of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsthe Company Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person public or private third party is requirednecessary or required under any of the terms, under 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, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do Sellers does not, and the performance by the Company each of them of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination result in or give to any person any right of any provision payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the termination of, the acceleration trigger any rights of the maturity of, or the acceleration of the performance offirst refusal, or result in the creation or imposition of any lien Encumbrances upon any of the assets or properties of Sellers, the Company or any of Company, its Subsidiaries or, to the knowledge of Sellers, the Ilijan Entities under, any of the terms, conditions or provisions of (i) the articles Organizational Documents of incorporation or bylaws of Sellers, the Company or any of Company, its Subsidiaries, or the Ilijan Entities, or (ii) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (b) of this Section, (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, tribunal arbitrator, authority, agency, commission, official or other instrumentality of the Philippines, the United States States, or any other country, state, countyprovince, city or other political subdivision in the United States, or of any foreign country (a "“Governmental or Regulatory Authority"”) applicable to Sellers, the Company or any of Company, its Subsidiaries Subsidiaries, the Ilijan Entities or any of their respective assets or properties, or (y) except as provided under Section 2.6 of the Senior Secured Credit Facility, 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 the Company or any of its Subsidiaries them is a party or by which the Company or any of its Subsidiaries them or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and (z) those whichcreations and impositions of Encumbrances that, individually or in the aggregate, (I) could would not reasonably be expected to have a Company Material Adverse Effect or adversely affect Effect; provided, however, that no representation and warranty is made in this Section 2.4(a) with respect to the ability Energy Conversion Agreements and the matters addressed therein and in Section 5.8 of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariesthis Agreement. (b) Except for (i) the premerger notification requirements of the HSR Act, (ii) the requirements of the Exchange Act and the Nasdaq Stock Market, (iii) the filing of appropriate documents relating to the Merger required by the ABCA, and (iv) requirements of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsBermuda Monetary Authority Consent, no consent, approval or action of, filing with or notice to any Governmental Authority is necessary or Regulatory Authority or other person is requiredrequired by Sellers, the Company, its Subsidiaries or, to the knowledge of Sellers, the Ilijan Entities under any Law of the terms, conditions or Order provisions of any law or order of 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, Governmental Authority for the execution and delivery of this Agreement by the CompanySellers, the performance by the Company Sellers of its their respective obligations hereunder or the consummation of the transactions contemplated hereby, except those that other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, (I) could would not reasonably be expected to have a Company Material Adverse Effect or adversely affect Effect; provided, however, that no representation and warranty is made in this Section 2.4(b) with respect to the ability Energy Conversion Agreements and the matters addressed therein and in Section 5.8 of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariesthis Agreement.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by the Company IPC do not, and the performance by the Company IPC of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of the Company or any of its Subsidiaries under, IPC under any of the terms, conditions or provisions of (ix) the articles certificate of incorporation or bylaws By-laws of the Company or any of its Subsidiaries, IPC or (iiy) subject to receipt of the Requisite Shareholder Approval and the taking of the actions described in paragraph (bii) of this SectionSection 4.01(d), (xA) any statute, law, rule, regulation or ordinance (togethercollectively, "Laws"), 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 States, any foreign country, or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company IPC or any of its Subsidiaries or any of their respective assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which the Company or any of its Subsidiaries IPC is a party or by which the Company IPC or any of its Subsidiaries or any of their respective assets or properties is bound, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (ii) (x), (yA) and (zB) those conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect on IPC or adversely affect the on its ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement. (bii) Except (x) for (i) the premerger notification requirements of the HSR Act, (ii) the requirements of the Exchange Act and the Nasdaq Stock Market, (iii) the filing of the Certificate of Merger and other appropriate merger documents relating to the Merger required by the ABCA, DGCL with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business and (ivy) requirements of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsas disclosed in Schedule 4.01(d) hereto, no consent, approval approval, or action of, filing with with, or notice to any Governmental or Regulatory Authority or other person public or private third party is requirednecessary or required under any of the terms, under 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 IPC is a party or by which the Company IPC or any of its Subsidiaries or any of their respective assets or properties is bound, bound for the execution and delivery of this Agreement by the CompanyIPC, the performance by the Company IPC of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that 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, individually or in the aggregate, (I) obtain could not reasonably be expected to have a Material Adverse Effect on IPC or adversely affect the on its ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination ofor give to any person any right of payment or reimbursement, the termination, cancellation, modification or acceleration of the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any lien Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to receipt the obtaining of the Requisite Shareholder Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (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 or any state, county, city or other political subdivision in the United States, or of any foreign country (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) 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 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, or (z) any Employee Plan or Benefit Arrangement (defined in Section 3.11); except, with respect to excluding from the foregoing clauses (iix) (x), and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and (z) those creations and impositions of Liens which, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement. (b) Except for (i) for the filing of a premerger notification requirements 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 requirements filing of the Proxy Statement (as defined in Section 3.09) and 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 Nasdaq Stock Marketrules 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 any state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Certificate of Merger and other appropriate merger documents relating to the Merger required by the ABCADGCL 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) requirements as disclosed in Section 3.04 of Law necessary to transfer liquor licenses and pharmacy licenses, WIC permits and Food Stamp permitsthe Company Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other person public or private third party is requirednecessary or required under any of the terms, under 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, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, except those that other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, (I) could not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company and its Subsidiaries taken as a whole or adversely affect on the ability of the Company to perform its obligations hereunder or to consummate the Merger or (II) occur as a result of the regulatory status of Parent, Sub or their Subsidiariestransactions contemplated by this Agreement.