Common use of Noncontravention; Consents and Approvals Clause in Contracts

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the execution and delivery of any Transaction Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated thereby, shall, (i) violate (or have violated, in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither (a) Neither the execution and delivery by Sellers of any this Agreement and each other Transaction Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated therebyhereunder or thereunder, shallwill, subject to entry of the Sale Order, (i) violate (conflict with or have violated, result in the case a breach of the Reorganization Documents) any Organizational Document organizational documents of any Seller Party or any Subject EntitySeller, (ii) violate any Law or conflict with (Order to which any Seller, or have violated its assets or conflicted withproperties, in the case or any of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject Purchased Assets may be subject, or (iii) conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default notice under, resulted or result in acceleration ofthe creation of any Encumbrance (other than Permitted Encumbrances) on, created in any Person Material Contract, after giving effect to the right to accelerateSale Order and any applicable Order of the Bankruptcy Court authorizing the assignment and assumption of any such Material Contract hereunder, terminate, modify or cancel or required any notice, payment or lien underexcept, in the case of the Reorganization Documentsclause (ii) any agreementor (iii), contractfor such conflicts, leasebreaches, licensedefaults, instrument rights or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure failures to give notice, right to payment or other compensation or Encumbrance, did not, notice as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Material Adverse Effect Effect. (b) Except for (i) the entry of more than $10,000,000. Except the Sale Order, (ii) compliance with applicable requirements of the HSR Act or any other Antitrust Laws, (iii) the Permit Approvals, (iv) as may be required under the Exchange Act and the rules and regulations of NASDAQ and (v) as set forth on Schedule 4(c)Section 3.03(b) of the Disclosure Schedules, no Seller Party needs to give any notice consent, waiver, approval, Order or authorization of, or declaration or filing with, or notification to, make any filing with Person or obtain any authorization, consent or approval Governmental Authority is required on the part of any Governmental Authority Seller in connection with the execution and delivery of this Agreement or any other Person to consummate the transactions contemplated by this Agreement, Transaction Document which any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, the compliance by Sellers with any of the provisions hereof or thereof, the consummation of transactions contemplated hereby or thereby or any other action by any Seller contemplated hereby or thereby (with or without notice or lapse of time, or both), except as did notfor such consents, waivers, approvals, Orders, authorizations, declarations, filings or notifications, the failure of which to obtain or make would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Material Adverse Effect of more than $10,000,000Effect.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither (a) Neither the execution and delivery by any Group Company of any this Agreement and each other Transaction Agreement or Reorganization Document to which any Seller Party a Group Company is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated therebyhereunder or thereunder, shallwill, subject to entry of the Sale Order and any other applicable Order of the Bankruptcy Court, (i) violate (conflict with or have violated, result in the case a breach of the Reorganization Documents) any Organizational Document organizational documents of any Seller Party or any Subject EntityGroup Company, (ii) violate any Law or conflict with (Order to which any Group Company, or have violated its assets or conflicted withproperties, in the case or any of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject Purchased Assets may be subject, or (iii) except as set forth on Section 3.03(a) of the Disclosure Schedules, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default notice under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, result in the case creation of the Reorganization Documentsany Encumbrance (other than Permitted Encumbrances) on, any agreement, contract, lease, license, instrument or other arrangement Contract to which such Seller Party or a Subject Entity any Group Company is a party, party or by which such Seller Party any Group Company, or any Subject Entity its assets or properties, is bound or to which any of its assets are the Purchased Assets is subject, except where after giving effect to the violationSale Order and any applicable Order of the Bankruptcy Court authorizing the assumption and assignment of any such Contract that is a Purchased Contract hereunder, conflictexcept, breachin the case of clause (ii) or (iii), defaultfor such conflicts, accelerationbreaches, terminationdefaults, modification, cancellation, failure rights or failures to give notice, right to payment or other compensation or Encumbrance, did not, notice as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to be material to the Business, the Purchased Entities, the Purchased Assets or the Assumed Liabilities, taken as a Seller Adverse Effect whole. (b) Other than (i) the entry of more than $10,000,000. Except the Sale Order or any other applicable Order of the Bankruptcy Court, and (ii) as set forth on Schedule 4(c)Section 3.03(b) of the Disclosure Schedules, no Seller Party needs to give any notice consent, waiver, approval, Order or authorization of, or declaration or filing with, or notification to, make any filing with Person or obtain any authorization, consent or approval Governmental Authority is required on the part of any Governmental Authority Group Company in connection with the execution and delivery of this Agreement or any other Person to consummate the transactions contemplated by this Agreement, Transaction Document which any other Transaction Agreement or any Reorganization Document to which such Seller Party Group Company is a party, the compliance by Group Companies with any of the provisions hereof or thereof, the consummation of transactions contemplated hereby or thereby or any other action by any Group Companies contemplated hereby or thereby (with or without notice or lapse of time, or both), except as did notfor such consents, waivers, approvals, Orders, authorizations, declarations, filings or notifications, the failure of which to obtain or make would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to be material to the Business, the Purchased Entities, the Purchased Assets or the Assumed Liabilities, taken as a Seller Adverse Effect of more than $10,000,000whole.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither (a) Neither the execution and delivery by Buyer of any this Agreement and each other Transaction Agreement or Reorganization Document to which any Seller Party Buyer is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated therebyhereunder or thereunder, shallwill, subject to entry of the Sale Order, (i) violate (conflict with or have violated, result in the case a breach of the Reorganization Documents) any Organizational Document organizational documents of any Seller Party or any Subject EntityBuyer, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law or Order to which such Seller Party Buyer or any Subject Entity is subject or its assets and properties may be subject, (iii) conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default notice under, resulted or result in acceleration ofthe creation of any Encumbrance (other than Permitted Encumbrances) on, created in any Person the right Contract to acceleratewhich Buyer is a party or by which Buyer or its assets and properties is bound, terminate, modify or cancel or required any notice, payment or lien underexcept, in the case of the Reorganization Documentsclause (ii) any agreementor (iii), contractfor such conflicts, leasebreaches, licensedefaults, instrument rights or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure failures to give notice, right to payment or other compensation or Encumbrance, did not, notice as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Adverse Effect of more than $10,000,000. Except as set forth material adverse effect on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person Buyer’s ability to consummate the transactions contemplated by this Agreement. (b) Other than (i) the entry of the Sale Order, (ii) compliance with applicable requirements of the HSR Act or any other Antitrust Laws and (iii) the Permit Approvals, no consent, waiver, approval, Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of any Buyer in connection with the execution and delivery of this Agreement or any other Transaction Agreement or any Reorganization Document to which such Seller Party Buyer is a party, the compliance by Buyer with any of the provisions hereof or thereof, the consummation of transactions contemplated hereby or thereby or any other action by Buyer contemplated hereby or thereby (with or without notice or lapse of time, or both), except as did notfor such consents, waivers, approvals, Orders, authorizations, declarations, filings or notifications, the failure of which to obtain or make would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Adverse Effect of more than $10,000,000material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither (a) Neither the execution and delivery by Buyer of any this Agreement and each other Transaction Agreement or Reorganization Document to which any Seller Party Buyer is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated therebyhereunder or thereunder, shallwill, subject to entry of the Sale Order, (i) violate (conflict with or have violated, result in the case a breach of the Reorganization Documents) any Organizational Document organizational documents of any Seller Party or any Subject EntityBuyer, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law or Order to which such Seller Party Buyer or any Subject Entity is subject or its assets and properties may be subject, (iii) conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default notice under, resulted or result in acceleration ofthe creation of any Encumbrance (other than Permitted Encumbrances) on, created in any Person the right Contract to acceleratewhich Buyer is a party or by which Buyer or its assets and properties is bound, terminate, modify or cancel or required any notice, payment or lien underexcept, in the case of the Reorganization Documentsclause (ii) any agreementor (iii), contractfor such conflicts, leasebreaches, licensedefaults, instrument rights or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure failures to give notice, right to payment or other compensation or Encumbrance, did not, notice as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Adverse Effect of more than $10,000,000. Except as set forth material adverse effect on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person Buyer’s ability to consummate the transactions contemplated by this Agreement. (b) Other than the entry of the Sale Order, no consent, waiver, approval, Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of any Buyer in connection with the execution and delivery of this Agreement or any other Transaction Agreement or any Reorganization Document to which such Seller Party Buyer is a party, the compliance by Buyer with any of the provisions hereof or thereof, the consummation of transactions contemplated hereby or thereby or any other action by Buyer contemplated hereby or thereby (with or without notice or lapse of time, or both), except as did notfor such consents, waivers, approvals, Orders, authorizations, declarations, filings or notifications, the failure of which to obtain or make would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Adverse Effect of more than $10,000,000material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the (a) The execution and delivery of any Transaction this Agreement or Reorganization Document to which any Seller Party is a party, nor (and the performance Ancillary Agreements) by any Seller Party of its obligations under the Transaction Agreements Acquisition does not (will not) and Reorganization Documents to which such Seller Party is a party nor the consummation of any by Acquisition of the transactions contemplated hereby (and thereby) (including, shallwithout limitation, the execution and filing of the Certificate of Designations) will not (i) conflict with any provision of the articles of incorporation or bylaws of Acquisition or any of its Subsidiaries or affiliates; (ii) conflict with or result (with the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, obligation or commitment, instrument or license, (iii) violate any Law or Judgment applicable to Acquisition or its properties; or (iv) result in the creation or have violatedimposition of any Lien upon any asset of Acquisition, except in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, clauses (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or and (iii) conflict withabove, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller an Acquisition Material Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c)Effect. (b) No consent, no Seller Party needs to give any approval, order or authorization of, or declaration, registration or filing with, or notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority Entity is required to be made or any other Person to consummate obtained by Acquisition in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Acquisition or the consummation by Acquisition of the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a partyhereby and thereby, except for (i) compliance by Acquisition with the HSR Act or similar statutes or regulations of foreign jurisdictions, (ii) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (iii) any compliance as did notmay be required by any applicable federal or state securities or “blue sky” laws; (iv) such consents, approvals, orders, authorizations, declarations, registrations, filings or notices which may be required because of the nature or business of CSC or the Seller; and (v) such consents, approvals, orders or authorizations which if not obtained, or registrations, declarations or filings which if not made, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller an Acquisition Material Adverse Effect of more than $10,000,000Effect.

Noncontravention; Consents and Approvals. Except (a) Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as set forth on Schedule 4(ccontemplated by Section 5.3(b), neither the execution and delivery of any Transaction this Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements Buyer and Reorganization Documents to which such Seller Party is a party nor the consummation of any by Buyer of the transactions contemplated thereby, shall, hereby will not (i) violate (conflict with or have violated, result in the case any breach of any provision of the Reorganization Documents) any Organizational Document articles of any Seller Party incorporation or any Subject Entitybylaws of Buyer, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underunder the terms, result in the acceleration ofconditions or provisions of any note, create in any Person the right to acceleratebond, terminatemortgage, modify indenture, license agreement or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, other instrument or other arrangement obligation to which such Seller Party or a Subject Entity Buyer is a party, or by which such Seller Party Buyer or any Subject Entity is bound or to which any of its respective properties or assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would notis bound, or could not reasonably be expected to(iii) violate any order, as applicablewrit, injunction, decree, statute, rule or regulation applicable to Buyer or any of its respective properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, result in a Seller Adverse Effect would not impair the ability of more than $10,000,000. Except as Buyer to consummate the transactions contemplated hereby. (b) Assuming the accuracy of the representations and warranties of the Sellers set forth on Schedule 4(c)in Article IV, no Seller Party needs to give any notice filing or registration with, or notification to, make any filing with or obtain any and no permit, authorization, consent or approval of, any governmental entity is required by Buyer in connection with the execution and delivery of any Governmental Authority this Agreement by Buyer or any other Person to consummate the consummation by Buyer of the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a partyhereby, except as did not(i) in connection with the applicable requirements of the HSR Act, would not(ii) in connection, or could not reasonably be expected toin compliance, with the Securities Exchange Act of 1934, as applicableamended, individually or (iii) the Required Consents and (iv) as disclosed in Section 5.3 of the aggregate, result in a Seller Adverse Effect of more than $10,000,000Disclosure Schedule.

Noncontravention; Consents and Approvals. Except (a) Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as set forth on Schedule 4(ccontemplated by Section 5.3(b), neither including without limitation, receipt of all consents or approvals necessary to transfer or assign the Leases that are to be obtained by any Assignor, the execution and delivery of any Transaction this Agreement and all other agreements and instruments contemplated hereby or Reorganization Document to which any Seller Party is a party, nor the performance related hereto by any Seller Party of its obligations under the Transaction Agreements Assignee and Reorganization Documents to which such Seller Party is a party nor the consummation of any by Assignee of the transactions contemplated thereby, shall, hereby and thereby will not (i) violate (conflict with or have violated, result in the case any breach of any provision of the Reorganization Documents) any Organizational Document certificate of any Seller Party formation or any Subject Entitylimited liability company agreement of Assignee, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underunder the terms, result in the acceleration ofconditions or provisions of any note, create in any Person the right to acceleratebond, terminatemortgage, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, leaseindenture, license, material contract, material agreement or other material instrument or other arrangement material obligation to which such Seller Party or a Subject Entity Assignee is a party, or by which such Seller Party Assignee or any Subject Entity is bound or to which any of its properties or assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would notis bound, or could not reasonably be expected (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Assignee or any of its properties or assets. (b) Assuming the accuracy of the representations and warranties of Assignor set forth in Article 4, no filing or registration with, or notification to, as applicableand no permit, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of of, any Governmental Authority is required by Assignee in connection with the execution and delivery of this Agreement and all other agreements and instruments contemplated hereby or any other Person to consummate related hereto by Assignee or the consummation by Assignee of the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a partyhereby and thereby, except as did not, would not(i) in connection, or could not reasonably be expected toin compliance, with the Securities Exchange Act of 1934, as applicableamended, individually and (ii) any consents and approvals applicable to such Assignor necessary to transfer or in assign the aggregate, result in a Seller Adverse Effect of more than $10,000,000Leases.

Noncontravention; Consents and Approvals. (a) Except as set forth on Schedule 4(c)in Section 2.4 of the Disclosure Schedule, neither the execution and delivery of any Transaction this Agreement or Reorganization Document to which any Seller Party is a partyby the Sellers, nor the performance consummation by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any Sellers of the transactions contemplated therebyhereby, shall, will (i) conflict with or violate (or have violated, in the case any provision of the Reorganization Documents) any Organizational Document Documents of any Seller Party or any Subject Entitythe Company, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a breach Breach of, constitute (with or without due notice or lapse of time) a default under, result in the loss of benefit under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel cancel, or require any notice, payment consent, or lien under (or have conflicted with, resulted in a breach of, constituted a default waiver under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance (as hereinafter defined), or other arrangement to which such Seller Party any of the Sellers or a Subject Entity the Company is a party, party or by which such Seller Party the Sellers or any Subject Entity the Company is bound or to which any of its their respective assets are is subject, except where (iii) result in the violationimposition of any Encumbrance upon the Company Units, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would not(iv) result in the imposition of any Encumbrance upon any assets of the Company, or could not reasonably be expected (v) assuming the filings, registrations, notifications, authorizations, consents, and approvals referred to in Section 2.4(b) hereof have been obtained or made, as the case may be, violate any Legal Requirement applicable to any of the Sellers or the Company. (b) No filing or registration with, notification to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent consent, or approval of any Governmental Authority is required in connection with the execution and delivery of this Agreement by Sellers or any other Person to consummate the transactions contemplated performance by this AgreementSellers of his, any other Transaction Agreement her, or any Reorganization Document to which such Seller Party is a partyits obligations hereunder, except (i) compliance with any applicable filing requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act (the “HSR Act”), (ii) those that become applicable as did not, would nota result of matters specifically related to the Buyer or its Affiliates, or could (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations, and filings, the failure of which to be obtained or made would not reasonably be expected to, as applicable, individually or in the aggregate, result in have a Seller Material Adverse Effect of more than $10,000,000.Effect. STOCK PURCHASE AGREEMENT 7

Noncontravention; Consents and Approvals. (a) Except as set forth on Schedule 4(c), neither the execution and delivery of any Transaction Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated thereby, shall, for (i) violate consents, approvals, authorizations, filings or notices (or have violated, “Consents”) set forth in the case Section 2.03(a) of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject EntityDisclosure Schedules (the “Company 1440241.11A-WASSR01A - MSW Required Consents”), (ii) violate or conflict with (or have violated or conflicted with, in the case filing of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or Certificate of Merger with the Secretary of State of the State of Delaware, (iii) conflict withany registration, result in a breach offiling or notification under any federal, constitute a default understate or provincial securities laws, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under and (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documentsiv) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except matters where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to obtain, give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicablemake any Consent, individually or in the aggregate, result in would not have a Seller Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of more than $10,000,000. the Transactions, no Consent is required to be made or obtained by the Company or any Company Subsidiary from any Governmental Authority in connection with its execution, delivery and performance of this Agreement and the consummation of the Transactions. (b) Except as set forth on Schedule 4(c)in Section 2.03(b) of the Disclosure Schedules, no Seller Party needs to give any notice toneither the execution, make any filing with or obtain any authorization, consent or approval delivery and performance of any Governmental Authority or any other Person to consummate this Agreement and the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document Documents to which such Seller Party the Company is a party, except as did notnor the consummation of the Transactions, would notwill conflict with or result in any breach of any provision of, or could not reasonably be expected torequire any Consent or payment under or constitute (with or without notice or lapse of time or both) a violation or default (or give rise to any right of termination, as applicablecancellation or acceleration or to loss of a material benefit) under, or result in the creation of any Lien (other than a Permitted Lien) upon the property or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Charter Documents of the Company and/or any of the Company Subsidiaries, (ii) any Material Contract to which the Company or any Company Subsidiary is a party (other than payments in accordance with the terms of any Benefit Plan) or (iii) any Governmental Approval, Applicable Law or Order applicable to the Company, any Company Subsidiary or any material portion of their properties or assets, other than (x) in the case of the foregoing clauses (ii) and (iii), any such items that, individually or in the aggregate, would not reasonably be expected to be material to the ownership or operation in the ordinary course of business of the Company or any Company Subsidiary or the ownership of the Membership Interests and would not materially delay or materially impair the consummation of the Transactions, and (y) in the case of the foregoing clauses (i) and (ii), any such items that would result in a Seller Adverse Effect from any attributes or characteristics of more than $10,000,000either Parent or any Affiliate of either Parent (including, following the Closing, the Company and the Company Subsidiaries) or direct or indirect equity holders of either Parent or any actions taken following Closing by the Company or any of its Affiliates (including the Company Subsidiaries), either Parent, any Affiliate of either Parent or any direct or indirect equity holders of either Parent.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the The execution and delivery of this Agreement by the Parent do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any Transaction Agreement violation of, or Reorganization Document default (with or without notice or lapse of time, or both) under, or give rise to which a right of termination, cancellation or acceleration of any Seller Party is obligation or the loss of a partymaterial benefit under, nor or result in the performance by creation of any Seller Party Lien upon or right of first refusal with respect to any of the properties or assets of the Parent or any of the Subsidiaries, under any provision of (i) the certificate of incorporation or by-laws of the Parent or any provision of any comparable organizational documents of the Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent or any of the Subsidiaries or their respective properties or assets or (iii) assuming all the consents, filing and registrations referred to in the following sentence are obtained and made, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Parent or any of the Subsidiaries or their respective properties or assets, other than, in the case of clause (ii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Material Adverse Effect on the Parent and the Subsidiaries, taken as a whole, and would not materially impair the ability of the Parent to perform its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor hereunder or prevent the consummation of any of the transactions contemplated therebyhereby. No consent, shallapproval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Parent or any of the Subsidiaries in connection with the execution and delivery of this Agreement by the Parent or the consummation by the Parent of the transactions contemplated hereby, except for (i) violate the filing with the SEC of (or have violated, in A) the case Proxy Statement with respect to Parent Stockholder Approval and (B) such reports under Section 13(a) of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject EntityExchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) violate or conflict the filing of the Articles of Merger with (or have violated or conflicted with, the Secretary of State of the State of Texas as provided in the case TBCA and appropriate documents with the relevant authorities of the Reorganization Documents) any Law other states in which Sub is qualified to which such Seller Party or any Subject Entity is subject or do business, and (iii) conflict withsuch other consents, result in approvals, orders, authorizations, registrations, declarations and filings as may be required under the "takeover" or "blue sky" laws of various states and such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Material Adverse Effect of more than $10,000,000. Except on the Parent and the Subsidiaries, taken as set forth on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000whole.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither (a) Neither the execution and delivery of any Transaction Agreement or Reorganization Document to which any Seller Party is a partythis Agreement, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated therebyhereby (including the assignments and assumptions referred to in Article II), shallwill, subject to the Sale Order having been entered and still being in effect and not subject to any stay pending appeal at the time of Closing, (i) violate (conflict with or have violated, result in the case a breach of the Reorganization Documents) any Organizational Document certificate of incorporation, by-laws or other organizational documents of any Seller Party or any Subject EntitySeller, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such any Seller Party is, or any Subject Entity is subject its respective assets or properties are, subject, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person party the right to accelerate, terminate, modify or cancel or require any notice, payment or lien notice under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement Contract to which such any Seller Party or a Subject Entity is a party, party or by which such Seller Party or any Subject Entity it is bound or to which any of its assets are the Acquired Assets is subject, except where after giving effect to the violationSale Order and any applicable order of the Bankruptcy Court authorizing the assignment and assumption of any such Contract that is an Assumed Contract hereunder, conflictand, breachin the case of clause (ii) or (iii), defaultfor such conflicts, accelerationbreaches, terminationdefaults, modificationaccelerations, cancellation, failure rights or failures to give notice, right to payment or other compensation or Encumbrance, did not, notice as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result have a Material Adverse Effect. (b) Subject to the Sale Order having been entered and still being in a Seller Adverse Effect effect (and not subject to any stay pending appeal at the time of more than $10,000,000. Except as set forth on Schedule 4(cClosing), no Consent, notice or filing is required to be obtained by any Seller Party needs from, or to be given by any Seller to, or made by any Seller with, any Governmental Entity in connection with the execution, delivery and performance by any Seller of this Agreement or any Related Agreement. After giving effect to the Sale Order and any applicable order of the Bankruptcy Court authorizing the assignment and assumption of any Contract that is an Assumed Contract hereunder, no Consent, notice or filing is required to be obtained by any Seller from, or to be given by any Seller to, or made by any Seller with, any Person that is not a Governmental Entity in connection with the execution, delivery and performance by any Seller of this Agreement or any Related Agreement, except where the failure to give any notice tonotice, make any filing with file or obtain any such authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in be material to the Business as a Seller Adverse Effect of more than $10,000,000whole.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the (a) The execution and delivery of any Transaction this Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements Parent and Reorganization Documents to which such Seller Party is a party nor Acquisition do not and the consummation of any by Parent and Acquisition of the transactions contemplated thereby, shall, hereby will not (i) violate conflict with any provision of the articles of incorporation or bylaws or similar organization documents of Parent or Acquisition; (ii) result (with the giving of notice or have violatedthe lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquisition or their respective properties; or (iii) result in the creation or imposition of any Lien upon any asset of Parent or Acquisition, except in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or clause (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to for Liens which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be made or obtained by Parent or Acquisition in a Seller Adverse Effect connection with the execution and delivery of more than $10,000,000. Except as set forth on Schedule 4(c)this Agreement by Parent and Acquisition or the consummation by Parent and Acquisition of the transactions contemplated hereby, no Seller Party needs to give any notice toexcept for (i) compliance by Parent and Acquisition with the HSR Act or similar statutes or regulations of foreign jurisdictions, make any (ii) the filing of the Merger Certificate with the Secretary of State of the State of Delaware in accordance with the DGCL, (iii) the filing with the SEC of such reports under and such other compliance with the Exchange Act and Securities Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance by Parent with the rules of the New York Stock Exchange (the "NYSE") and (v) such consents, approvals, orders or obtain any authorizationauthorizations which if not obtained, consent or approval registrations, declarations or filings which if not made, would not materially adversely affect the ability of any Governmental Authority or any other Person Parent and Acquisition to consummate the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000hereby.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the (a) The execution and delivery of any Transaction this Agreement or Reorganization Document to which any Seller Party is a party, nor (and the performance Ancillary Agreements) by any Seller Party of its obligations under the Transaction Agreements Acquisition does not (will not) and Reorganization Documents to which such Seller Party is a party nor the consummation of any by Acquisition of the transactions contemplated hereby (and thereby) (including, shallwithout limitation, the execution and filing of the Certificate of Designations) will not (i) conflict with any provision of the articles of incorporation or bylaws of Acquisition or any of its Subsidiaries or affiliates; (ii) conflict with or result (with the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, obligation or commitment, instrument or license, (iii) violate any Law or Judgment applicable to Acquisition or its properties; or (iv) result in the creation or have violatedimposition of any Lien upon any asset of Acquisition, except in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, clauses (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or and (iii) conflict withabove, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller an Acquisition Material Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c)Effect. (b) No consent, no Seller Party needs to give any approval, order or authorization of, or declaration, registration or filing with, or notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority Entity is required to be made or any other Person to consummate obtained by Acquisition in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Acquisition or the consummation by Acquisition of the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a partyhereby and thereby, except for (i) compliance by Acquisition with the HSR Act or similar statutes or regulations of foreign jurisdictions, (ii) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (iii) any compliance as did notmay be required by any applicable federal or state securities or "blue sky" laws; (iv) such consents, approvals, orders, authorizations, declarations, registrations, filings or notices which may be required because of the nature or business of CSC or the Seller; and (v) such consents, approvals, orders or authorizations which if not obtained, or registrations, declarations or filings which if not made, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller an Acquisition Material Adverse Effect of more than $10,000,000Effect.

Noncontravention; Consents and Approvals. (a) Except as set forth on in Schedule 4(c4.3(a), neither assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained pursuant to Section 4.3(b), the execution and delivery of any Transaction this Agreement or Reorganization Document to which any by Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any by Seller of the transactions contemplated thereby, shall, hereby will not (i) violate (conflict with or have violated, result in the case any breach of any provisions of the Reorganization Documents) any Organizational Document certificate or articles of any Seller Party incorporation or any Subject Entitybylaws of Seller, (ii) violate result in a violation or conflict breach of, or constitute (with or without due notice or lapse of time or both) a default (or have violated give rise to any right of termination, cancellation or conflicted withacceleration) under, in the case any of the Reorganization Documents) terms, conditions or provisions of any Law note, bond, mortgage, indenture or other evidence or instrument of, or agreement relating to, indebtedness to which such Seller Party is a party or by which it or any Subject Entity is subject of its properties or assets are bound, (iii) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) terms, conditions or provisions of any agreement, contract, lease, license, agreement or other instrument or other arrangement obligation to which such Seller Party or a Subject Entity is a party, party or by which such Seller Party it or any Subject Entity is bound or to which any of its properties of assets are subjectis bound, except where or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of its properties or assets, excluding from the violationforegoing clauses (ii), conflict(iii) and (iv) violations, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment breaches or other compensation or Encumbrance, did not, defaults that would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in reasonably be expected to have a Seller Material Adverse Effect Effect. (b) Assuming the accuracy of more than $10,000,000. Except as the representations and warranties of Buyer set forth on Schedule 4(c)in Article V hereof, no Seller Party needs to give any notice filing or registration with, or notification to, make any filing with or obtain any and no permit, authorization, consent or approval of, any governmental entity is necessary for the execution and delivery of any Governmental Authority this Agreement by Seller or any other Person to consummate the consummation by Seller of the transactions contemplated by this Agreement, except (i) such filings, registrations, notifications, permits, authorizations, consents or approvals that result solely from the specific legal or regulatory status of Buyer or as a result of any other Transaction Agreement facts that specifically relate to the business or any Reorganization Document activities in which Buyer is engaged and (ii) such licenses, permits and other governmental approvals as may be required to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in permit Buyer to operate the aggregate, result in a Seller Adverse Effect of more than $10,000,000Newspapers.

Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither (a) Neither the execution and delivery of any Transaction Agreement or Reorganization Document to which any Seller Party is a partythis Agreement, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of the Contemplated Transactions (including the Related Agreements), subject to the Sale Order having been entered and still being in effect and not subject to any stay pending appeal at the time of the transactions contemplated thereby, shallClosing, (i) will conflict with or result in a breach of the Organizational Documents of Seller, (ii) will violate any Law to which Seller is, or its assets or properties are, subject, (iii) will conflict with any Assumed Contract or have violatedAssumed Permit, or (iv) will conflict with, or result in any violation of or constitute a breach or default under, any Order of any Governmental Entity applicable to Seller or any of the Purchased Assets, and, in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, clauses (ii) violate or conflict with (or have violated or conflicted with), in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict withand (iv) for such conflicts, result in a breach ofbreaches, constitute a default underviolations, result in the acceleration ofdefaults, create in any Person the right to accelerateaccelerations, terminate, modify rights or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure failures to give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result have a Material Adverse Effect. (b) Subject to the Sale Order having been entered and still being in a Seller Adverse Effect effect (and not subject to any stay pending appeal at the time of more than $10,000,000. Except as set forth on Schedule 4(c)Closing) and compliance with any requirements of the Bankruptcy Code, no Consent, notice or filing is required to be obtained by Seller Party needs from, or to give any notice be given by Seller to, make any filing with or obtain any authorizationmade by Seller with, consent or approval of any Governmental Authority or any other Person to consummate Entity in connection with the transactions contemplated execution, delivery and performance by Seller of this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a partyRelated Agreement, except as did notwhere the failure to give notice, file or obtain such Consent would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result reasonably be expected have a Material Adverse Effect. (c) After giving effect to the Sale Order and any applicable order of the Bankruptcy Court authorizing the assignment and assumption of the Assumed Contracts, no Consent, notice or filing is required to be obtained by Seller from, or to be given by Seller to, or made by Seller with, any Person that is not a Governmental Entity in connection with the execution, delivery and performance by Seller of this Agreement or any Related Agreement, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to (y) have a Seller Material Adverse Effect of more than $10,000,000or (z) prevent or materially impair or delay the Seller’s ability to consummate the Contemplated Transactions on a timely basis.

Noncontravention; Consents and Approvals. (a) Except as set forth on Schedule 4(cin Section 4.3(a) of the Disclosure Schedule, assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained pursuant to Section 4.3(b), neither the execution and delivery of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated hereby will not (i) conflict with or result in any Transaction Agreement breach of any provisions of the certificate or Reorganization Document articles of incorporation or bylaws, or partnership agreement, of such Seller, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other evidence or instrument of, or agreement relating to, indebtedness to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation or by which it or any of its properties or assets are bound, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under, any of the transactions contemplated therebyterms, shallconditions or provisions of any license, agreement or other instrument or obligation to which any Seller is a party or by which it or any of its properties of assets is bound, or (iiv) violate (any order, writ, injunction, decree, statute, rule or have violated, in the case of the Reorganization Documents) any Organizational Document of any regulation applicable to such Seller Party or any Subject Entityof its properties or assets, excluding from the foregoing clauses (ii) violate or conflict with (or have violated or conflicted with), in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict withand (iv) violations, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify breaches or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, defaults that would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in (A) reasonably be expected to have a Seller Material Adverse Effect of more than $10,000,000. or (B) impair any Seller's ability to consummate the transactions contemplated hereby. (b) Except for those consents and approvals as set forth on Section 4.3(b) of the Disclosure Schedule 4(c(the "Required Consents"), no Seller Party needs to give any notice filing or registration with, or notification to, make any filing with or obtain any and no permit, authorization, consent or approval of, any governmental entity is necessary for the execution and delivery of this Agreement by any Governmental Authority Seller or any other Person to consummate the consummation by each Seller of the transactions contemplated by this AgreementAgreement except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (ii) such filings, registrations, notifications, permits, authorizations, consents or approvals that result solely from the specific legal or regulatory status of Buyer or as a result of any other Transaction Agreement facts that specifically relate to the business or any Reorganization Document to activities in which such Seller Party Buyer is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000engaged.

Noncontravention; Consents and Approvals. Except (a) The execution and delivery of this Agreement by the Company do not and the consummation by the Company of the transactions contemplated hereby will not (i) conflict with any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Company or any of its Subsidiaries or Joint Ventures; (ii) except as set forth on Schedule 4(c2.4(a), neither result (with the execution and delivery giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any Transaction Agreement obligation under, any mortgage, indenture, lease, agreement or Reorganization Document other instrument, permit, concession, grant, franchise or license; (iii) subject to which the filings and other matters referred to in Section 2.4(b), violate any Seller Party is a partyrule, nor regulation, statute, ordinance, guideline, code or other legally enforceable requirement (including common law) applicable to the performance by Company or any Seller Party of its obligations under Subsidiaries or Joint Ventures or any of their respective properties ("Applicable Law") or any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative and whether formal or informal ("Judgment"), applicable to the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor Company or any of its Subsidiaries or Joint Ventures currently in effect; or (iv) result in the consummation creation or imposition of any Lien upon any asset of the transactions contemplated therebyCompany or any of its Subsidiaries or Joint Ventures, shall, (i) violate (or have violatedother than, in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, clauses (ii) violate or conflict with and (or have violated or conflicted withiv) above, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, as would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in have a Seller Company Material Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c)Effect. (b) No consent, no Seller Party needs to give any approval, order or authorization of, or declaration, registration or filing with, or notice to, make any nation or government or multinational body, any state, agency, commission or other political subdivision thereof or any entity (including a court) exercising executive, legislative, judicial or administration functions of or pertaining to government ("Governmental Entity") is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance by the Company with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") or similar statutes or regulations of foreign jurisdictions, (ii) the filing of the Merger Certificate with the Secretary of State of the State of Delaware in accordance with the DGCL, (iii) the filing with the SEC of (1) the Proxy Statement in definitive form for distribution to the stockholders of the Company in advance of the Stockholders Meeting in accordance with Regulation 14A promulgated under the Exchange Act and (2) such reports under and such other compliance with the Exchange Act and Securities Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as are listed on Schedule 2.4(b) and (v) such consents, approvals, orders or obtain any authorizationauthorizations which if not obtained, consent or approval registrations, declarations or filings which if not made, would not materially adversely affect the ability of any Governmental Authority or any other Person the Company to consummate the transactions contemplated by this Agreement, any other Transaction Agreement hereby or the ability of the Surviving Corporation or any Reorganization Document of its Subsidiaries to which conduct its business after the Effective Time substantially as currently conducted by the Company or such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000Subsidiary.