Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated hereby.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General Buyer or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General Buyer or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General Buyer or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General Buyer or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General Buyer to consummate any of the transactions contemplated hereby or therebyhereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General Buyer or the consummation by National General Buyer of any of the transactions contemplated hereby or therebyhereby, except for (i) if required, the filing of pre-merger notification and report forms under the HSR Act, (ii) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (iiiii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iiiiv) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General Buyer to consummate any of the transactions contemplated hereby.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by National General or ACP, nor the consummation by National General of any ACP of the transactions contemplated hereby or thereby, except for nor performance or compliance by ACP with any of the terms or provisions hereof or thereof, will (i) the approvals, filings and notices required under the insurance laws conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.3 are obtained and (C) that the filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP's or any of the Tower Companies', if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state -8- securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 4.3 3.3 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (ii) such other consentsa "Governmental Entity"), approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 the performance by ACP of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth its obligations pursuant to clauses (ii) this Agreement and (iii) the failure to obtain or make which, in other Transaction Documents and the aggregate, would not materially impair the ability of National General to consummate any consummation by ACP of the transactions contemplated herebyhereunder and thereunder.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General AmTrust or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General AmTrust or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General AmTrust or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General AmTrust or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General AmTrust to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General AmTrust or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General AmTrust or the consummation by National General AmTrust of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General AmTrust to consummate any of the transactions contemplated hereby.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or therebyhereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (iii) and (iiiii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated hereby.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by National General or Seller, nor the consummation by National General of any Seller of the transactions contemplated hereby by this Agreement, nor performance or therebycompliance by Seller with any of the terms or provisions hereof, except for will (i) conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of Seller or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Seller or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which Seller or any of the Companies is a party or accelerate Seller’s or any of the Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) filings required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, approvals, filings and notices filings, authorizations, declarations or registrations as are required to be made or obtained under the insurance laws of the jurisdictions any non-U.S. Antitrust Laws, in each case as set forth in Section 4.3 3.4 of the Disclosure Schedule, (iie) compliance with any applicable state securities or blue sky laws and (f) the Regulatory Approvals as set forth in Section 3.4 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarationsdeclarations or registrations that, filings if not obtained, made or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregategiven, would not materially impair the ability of National General reasonably be expected to consummate any of the transactions contemplated herebyhave a Material Adverse Effect.

Noncontravention; Consents. The Provided that all consents, approvals, authorizations and other actions described in Section 3.2(c) of the Buyer Disclosure Schedule have been obtained and taken, the execution and delivery of this Agreement and the other Transaction Documents by each Buyer Party that is a party thereto do not, the performance by it of its obligations thereunder will not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by such Buyer Party will not, (i) violate or conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents Organizational Documents of any of its SubsidiariesBuyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in a material breach of or default (or event which, with or without the giving of notice or lapse of time, time or both, would constitute a default) under, be prohibited byrequire consent, require approval or consent authorization under, give rise to a right of termination termination, acceleration or cancelation under, or result in the creation of any Lien (other than a Permitted Lien) on any property property, right or asset of National General Buyer or any of its Affiliates Subsidiaries under, any agreement, permit, franchise, license or instrument to which National General Buyer or any of its Subsidiaries is a party or party, (iii) subject to the matters referred to in the next sentencesentence and except as otherwise set forth in Section 3.2(c) of the Buyer Disclosure Schedule, contravene, be prohibited by, conflict with or require approval or consent under, violate any Applicable Law, judgment, injunction Law or award Governmental Order applicable to National General any Buyer Party or by which any of them or any of its Subsidiariestheir respective material properties, whichassets or rights is bound or subject, or (iv) result in the case a material breach or violation of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby terms or therebyconditions of, result in a default under, or otherwise cause an impairment or revocation of, any Permit of Buyer and its Affiliates. No material consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries Buyer Party in connection with the execution and delivery of this Agreement or by the other Buyer Parties, the performance by them of their obligations under any Transaction Documents by National General Document or the consummation by National General the Buyer Parties of any of the transactions contemplated hereby or therebyhereby, except for (i) the approvals, filings and notices filing required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, HSR Act and (ii) such the other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 3.2(c) of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebySchedule.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by National General or ACP, nor the consummation by National General of any ACP of the transactions contemplated hereby or thereby, except for nor performance or compliance by ACP with any of the terms or provisions hereof or thereof, will (i) the approvals, filings and notices required under the insurance laws conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.3 are obtained and (C) that the filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP's or any of the Tower Companies', if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 4.3 3.3 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (ii) such other consentsa "Governmental Entity"), approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 the performance by ACP of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth its obligations pursuant to clauses (ii) this Agreement and (iii) the failure to obtain or make which, in other Transaction Documents and the aggregate, would not materially impair the ability of National General to consummate any consummation by ACP of the transactions contemplated herebyhereunder and thereunder.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by National General or ACP, nor the consummation by National General of any ACP of the transactions contemplated hereby by this Agreement, nor performance or therebycompliance by ACP with any of the terms or provisions hereof, except for will (i) the approvals, filings and notices required under the insurance laws conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Companies is a party or accelerate ACP’s or any of the Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 4.3 3.4 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (ii) a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarationsdeclarations or registrations that, filings if not obtained, made or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregategiven, would not materially impair the ability of National General reasonably be expected to consummate any of the transactions contemplated herebyhave a Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement and by the other Transaction Documents do notCompany, and except as disclosed in Section 4.3 of the Disclosure Schedule, nor the consummation by the Company of the transactions contemplated hereby hereby, will constitute a violation of, be in conflict with, constitute or thereby will notcreate (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate articles of incorporation or bylaws of the by-laws of National General Company or the comparable organizational documents of any of its Subsidiaries, (ii) subject any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General Company or any of its Affiliates under, Subsidiaries is subject or (iii) any agreement, permit, franchise, license agreement or instrument commitment to which National General the Company or any of its Subsidiaries is a party or (iii) subject to by which the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent underCompany, any Applicable Law, judgment, injunction or award applicable to National General of its Subsidiaries or any of its Subsidiariestheir respective properties is bound or subject, whichexcept, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make matters which, individually or in the aggregate, would are not materially impair the ability of National General reasonably likely to consummate any of the transactions contemplated herebyhave a Company Material Adverse Effect.

Noncontravention; Consents. The execution and delivery by Buyer of this Agreement and the other Transaction Documents do notnot and, and except as disclosed in Section 4.3 of the Disclosure Schedule, the performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby or thereby by this Agreement will not, not (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its SubsidiariesBuyer, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval any approval, consent or consent other action under, give rise to a right of termination termination, amendment, acceleration or cancellation under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or Buyer under any of its Affiliates under, any agreement, permit, franchise, license or instrument Contract to which National General or any of its Subsidiaries Buyer is a party or otherwise bound, or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction Law or award Governmental Order applicable to National General or any of its SubsidiariesBuyer, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General Buyer to consummate any of the transactions contemplated hereby or therebyhereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries Buyer in connection with the execution execution, delivery and delivery performance of this Agreement or the other Transaction Documents by National General Buyer or the consummation by National General Buyer of any of the transactions contemplated hereby or therebyhereby, except for (i) the filing requirement(s) applicable to the transactions contemplated by this Agreement under competition, antitrust or similar Laws of Canada, (ii) the approvals, filings and notices required under the insurance laws Insurance Laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (iiiii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iiiiv) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General Buyer to consummate any of the transactions contemplated hereby.

Noncontravention; Consents. The execution and delivery by the each of the ING Companies of this Agreement and the other Transaction Documents to which it is a party do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents to which it is a party will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational governing documents of any either of its Subsidiaries, the ING Companies (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates the ING Companies under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries the ING Companies is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction or award Law applicable to National General or any of its Subsidiariesthe ING Companies, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhave an ING Companies Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by or with respect to National General or any of its Subsidiaries the ING Companies in connection with the execution execution, delivery and delivery performance by any of the ING Companies of this Agreement or and the other Transaction Documents by National General to which it is a party or the consummation by National General any of the ING Companies of any of the transactions contemplated hereby or and thereby, except for (ia) the approvals, filings and notices required under the insurance laws Laws of the jurisdictions set forth in Section 4.3 6.3 of the ING Companies Disclosure Schedule, Letter and (iic) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 6.3 of the ING Companies Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyLetter.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General AmTrust or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General AmTrust or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General AmTrust or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General AmTrust or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General AmTrust to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General AmTrust or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General AmTrust or the consummation by National General AmTrust of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General AmTrust to consummate any of the transactions contemplated hereby.. Section 4.4

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") and the "blue sky" laws and regulations of various states, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx"), xnd any other applicable competition, merger control, antitrust or similar laws or regulations set forth in the Company Disclosure Letter (collectively with the HSR Act, the "Antitrust Laws"), (c) approval of the Merger by the Company's Stockholders and the filing of the Certificate of Merger pursuant to the Delaware Act, and any similar certificates or filings to be made pursuant to the corporation laws of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The Nasdaq Stock Market, neither the execution and delivery of this Agreement and by the other Transaction Documents do notCompany, and except as disclosed in Section 4.3 of the Disclosure Schedule, nor the consummation by the Company of the transactions contemplated hereby or thereby hereby, will not, (i) violate or conflict with, be prohibited by, or require with any approval that has not already been obtained under, any of the provisions provision of the certificate of incorporation or bylaws of the by-laws of National General Company or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to result in the next sentencea violation or breach of, be in conflict with, result in a breach of or default constitute or create (with or without due notice or lapse of time, time or both) under, be prohibited by, require approval a default (or consent under, give rise to a any right of termination undertermination, cancellation or acceleration) under any of the terms, conditions or provisions of any Company Material Agreement (as defined in Section 3.10), (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule, order or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, (iv) require any filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign (each a "Governmental Entity") or (v) result in the creation or imposition of any Lien (other than a Permitted Lien) on any of the property or asset assets of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General Company or any of its Subsidiaries, which, ; except in the case of clauses (ii), (iii) (iv) and (iiiv) abovefor such violations, would materially impair the ability of National General to consummate any of the transactions contemplated hereby breaches or thereby. No consent, approval or authorization ofdefaults that, or declaration or filing withfilings, or notice toregistrations, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvalsnotifications, authorizations, declarations, filings consents or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) approvals the failure of which to obtain would not, individually or make which, in the aggregate, would not materially impair the ability of National General reasonably be expected to consummate any of the transactions contemplated herebyhave a Company Material Adverse Effect.

Noncontravention; Consents. The Except as set forth in Section 3.5 of the SRGL Disclosure Letter, the execution and delivery of this Agreement and the other Transaction Documents by SRGL do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby by this Agreement and the other Transaction Documents including, without limitation, the issuance of the Convertible Shares or thereby the issuance of Ordinary Shares upon conversion of the Convertible Shares will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate Memorandum of incorporation or the by-laws Association and Articles of National General Association of SRGL or the comparable organizational documents of any of its SubsidiariesSubsidiaries or any of the Special Purpose Vehicles, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under), give rise to a right of termination underor acceleration, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General SRGL or any of its Affiliates Subsidiaries under, any agreement, permit, franchise, license or instrument to which National General SRGL or any of its Subsidiaries or any Special Purpose Vehicle is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction or award Law applicable to National General SRGL or any of its SubsidiariesSubsidiaries or any Special Purpose Vehicle, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhave an SRGL Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any court, administrative agency or commission or other governmental or regulatory authority or agency, political subdivision, instrumentality or any securities exchange, in any jurisdiction (a "Governmental Entity Entity"), and no consent, approval or authorization of any third party, is required by or with respect to National General SRGL or any of its Subsidiaries or any Special Purpose Vehicle in connection with the execution execution, delivery and delivery performance of this Agreement or the other Transaction Documents by National General or the consummation by National General of any SRGL of the transactions contemplated hereby or thereby, including, without limitation, the issuance of the Convertible Shares or the issuance of Ordinary Shares upon conversion of the Convertible Shares except for (ia) the filing of premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), and such other merger filings as are considered necessary by Investors and SRGL, based on information relating to Investors, (b) the approvals, filings and notices required under the insurance laws Laws of the jurisdictions set forth in Section 4.3 3.5 of the SRGL Disclosure ScheduleLetter, and (iic) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 3.5 of the SRGL Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyLetter.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by such Investor do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents to which it is a party will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate governing documents of incorporation such Investor or the by-laws of National General or the comparable organizational governing documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General such Investor or any of its Affiliates Subsidiaries under, any agreement, permit, franchise, license or instrument to which National General such Investor or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction or award Law applicable to National General such Investor or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhave an Investor Material Adverse Effect on such Investor. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by or with respect to National General such Investor or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or and the other Transaction Documents to which it is a party by National General such Investor or the consummation by National General such Investor of any of the transactions contemplated hereby or and thereby, except for (ia) the filing of premerger notification and report forms under the HSR Act and such other merger filings as are considered necessary by Investors and SRGL, based on information relating to Investors, which filings are set forth in Section 4.3 of the Investor Disclosure Letter of such Investor, (b) the approvals, filings and notices required under the insurance laws Laws of the jurisdictions set forth in Section 4.3 of the Investor Disclosure ScheduleLetter of such Investor, and (iic) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Investor Disclosure Schedule and (iii) Letter of such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyInvestor.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the “blue sky” laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of MMI Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the “HSR Act”), (d) customary filings pursuant to the competition laws of the jurisdictions set forth in the MMI Disclosure Letter (the “Non-US Competition Laws”), (e) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended, 50 U.S.C. App. 2170 (the “Exon-Fxxxxx Provisions”), and (f) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement and the other Transaction Documents do notby MMI, and except as disclosed in Section 4.3 of the Disclosure Schedule, nor the consummation by MMI of the transactions contemplated hereby hereby, will constitute a violation of, be in conflict with, constitute or thereby will notcreate (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a “Lien”) upon any property of MMI or any of its Subsidiaries pursuant to (i) conflict withthe charter, be prohibited by, bylaws or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational other similar governance documents of MMI or any of its Subsidiaries, (ii) subject any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General which MMI or any of its Affiliates under, Subsidiaries is subject or (iii) any agreement, permit, franchise, license agreement or instrument commitment to which National General MMI or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent underby which MMI, any Applicable Law, judgment, injunction or award applicable to National General of its Subsidiaries or any of its Subsidiariestheir respective properties is bound or subject, whichexcept, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make matters which, individually or in the aggregate, have not had and would not materially impair the ability of National General reasonably be expected to consummate any of the transactions contemplated herebyhave a MMI Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by National General or ACP, nor the consummation by National General of any ACP of the transactions contemplated hereby or thereby, except for nor performance or compliance by ACP with any of the terms or provisions hereof or thereof, will (i) the approvals, filings and notices required under the insurance laws conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.3 are obtained and (C) that the filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP's or any of the Tower Companies', if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 4.3 3.3 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (ii) such other consentsa "Governmental Entity"), approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 the performance by ACP of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth its obligations pursuant to clauses (ii) this Agreement and (iii) the failure to obtain or make which, in other Transaction Documents and the aggregate, would not materially impair the ability of National General to consummate any consummation by ACP of the transactions contemplated hereby.hereunder and thereunder. Section 3.4

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do by Shareholder does not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement and compliance with the provisions of this Agreement by Shareholder will not, (i) conflict with, be prohibited by, with the Amended and Restated Certificate of Incorporation or require any approval that has not already been obtained under, any First Restatement of the provisions of the certificate of incorporation or the byBy-laws of National General or the comparable organizational documents of any of its SubsidiariesShareholder, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of any breach, violation or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or upon any of its Affiliates the properties or assets of Shareholder under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or instrument other authorization applicable to which National General Shareholder or any of its Subsidiaries is a party properties or assets or (iii) subject to the governmental filings and other matters referred to in the next following sentence, contravene, be prohibited by, conflict with or require approval violate any law applicable to Shareholder or consent under, its properties or assets or any Applicable Law, judgment, injunction order or award applicable decree to National General which Shareholder or any of its Subsidiariesproperties or assets have been specifically identified as subject, whichother than, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to), any Governmental Entity is required by such breaches, conflicts, violations, defaults, rights, losses or with respect to National General Liens that, individually or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General Shareholder to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Shareholder in connection with the execution and delivery of this Agreement by Shareholder or the consummation by Shareholder of the transactions contemplated hereby, except for the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and such consents, approvals, orders, authorizations, actions, registrations, declarations or filings the failure of which to be made or obtained (as applicable), individually or in the aggregate, would not materially impair the ability of Shareholder to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The Except as set forth in Section 3.3(a) of the Sellers Disclosure Letter, the execution and delivery by each of the Sellers of this Agreement and the other Transaction Documents do to which it is a party does not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents to which it is a party will not, (i) violate, conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate of incorporation its articles, bylaws or the by-laws of National General or the comparable organizational other constituent documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under), give rise to a right of termination underor acceleration, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates Seller under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries Seller is a party party, or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction or award Law applicable to National General or any of its SubsidiariesSeller, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhave a Seller Material Adverse Effect. No consent, approval approval, waiver or authorization of, or declaration or filing with, or notice to, any federal, state or local court, administrative agency or commission or other governmental or regulatory authority or agency, political subdivision, instrumentality or any securities exchange, in any jurisdiction (a “Governmental Entity Entity”), and no consent, approval, waiver or authorization of any third party, is required by or with respect to National General or any of its Subsidiaries Seller in connection with the execution execution, delivery and delivery performance of this Agreement or the other Transaction Documents by National General to which it is a party or the consummation by National General of any Seller of the transactions contemplated hereby or thereby, thereby except for (ia) the approvals, filings and notices required under the insurance laws Laws of the jurisdictions set forth in Section 4.3 3.3(b) of the Sellers Disclosure ScheduleLetter, and (iib) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 3.3(c) of the Sellers Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyLetter.

Noncontravention; Consents. The execution and delivery of this Agreement and by the other Transaction Documents do Company does not, and except as disclosed in Section 4.3 of the Disclosure Schedule, Rights Offering and the consummation of the transactions contemplated hereby or and thereby will not, (i) violate any material provision of law and will not conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse any of timethe terms of, or both) constitute a default under, be prohibited bythe Articles of Incorporation, require approval the bylaws of the Company or consent underany material agreement, give rise instrument or other restriction to which the Company is a right of termination under, party or result in by which the creation of any Lien (other than a Permitted Lien) on any property or asset of National General Company or any of its Affiliates under, any agreement, permit, franchise, license properties or instrument to which National General or any of its Subsidiaries assets is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebybound. No consent, approval or authorization of, or declaration declaration, registration or filing with, any person, entity or notice to, any Governmental Entity governmental authority on the part of the Company is required by or with respect to National General or any of its Subsidiaries in connection with for the execution valid execution, delivery and delivery performance of this Agreement or the other Transaction Documents by National General valid consummation of the Rights Offering or the consummation by National General of any of the transactions contemplated hereby or and thereby, except for (iA) the approvals, filings and notices required under filing with the insurance laws Secretary of State of the jurisdictions set forth in Section 4.3 State of Nevada of an amendment to the Disclosure ScheduleArticles of Incorporation to increase the Company’s authorized capital by fifteen million (15,000,000) shares of Common Stock, (iiB) the filing of all necessary amendments to the registration statement on Form S-3, filed with the Securities & Exchange Commission (the “SEC”) on July 3, 2007 (including all amendments and exhibits related thereto, the “Registration Statement”), including all prospectuses related thereto and (C) such other consents, approvals, authorizations, declarations, registrations or filings (y) as may be required under the Nasdaq National Market (“Nasdaq”) rules and regulation in order to consummate the Rights Offering or notices (z) as are set forth may be required under state securities or blue sky laws in Section 4.3 connection with the purchase of Shares by any of the Disclosure Schedule and (iii) such other consentsPurchasers, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make whichwhich filings, in the aggregatecase of clauses (A) through (C) above, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyhave been or will be filed in a timely manner.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by National General or ACP, nor the consummation by National General of any ACP of the transactions contemplated hereby or thereby, except for nor performance or compliance by ACP with any of the terms or provisions hereof or thereof, will (i) the approvals, filings and notices required under the insurance laws conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.3 are obtained and (C) that the filings referred to in this Section 3.3 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP’s or any of the Tower Companies’, if applicable, obligations under any such Contract. Except for (a) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 4.3 3.3 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (ii) such other consentsa “Governmental Entity”), approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 the performance by ACP of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth its obligations pursuant to clauses (ii) this Agreement and (iii) the failure to obtain or make which, in other Transaction Documents and the aggregate, would not materially impair the ability of National General to consummate any consummation by ACP of the transactions contemplated herebyhereunder and thereunder.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements do not, not and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement and the Ancillary Agreements will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate of incorporation or the by-laws of National General Buyer Parent or the comparable organizational documents of any of its SubsidiariesBuyer, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination termination, amendment, acceleration or cancellation under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General Buyer or any of its Affiliates under, any agreementmaterial Contract, permit, franchise, license or instrument to which National General Buyer Parent or any of its Subsidiaries Buyer is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction Law or award Governmental Order applicable to National General Buyer Parent or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyBuyer. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity or other third party is required by or with respect to National General Buyer Parent or any of its Subsidiaries Buyer in connection with the execution and delivery of this Agreement or and the other Transaction Documents Ancillary Agreements by National General Buyer or the consummation by National General Buyer Parent and Buyer of any of the transactions contemplated hereby or thereby, and thereby except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions jurisdiction set forth in Section 4.3 4.3(i) of the Buyer Disclosure Schedule, Schedule and (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 4.3(ii) of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebySchedule.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of the Certificate of Merger under the Delaware Act and (c) any filings required under the rules and regulations of the New York Stock Exchange, neither the execution and delivery of this Agreement and by the other Transaction Documents do notParent or the Purchaser, and except as disclosed in Section 4.3 of the Disclosure Schedule, nor the consummation by the Parent or the Purchaser of the transactions contemplated hereby or thereby hereby, will notconstitute a violation of, (i) be in conflict with, be prohibited by, constitute or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default create (with or without notice or lapse of time, time or both) under, be prohibited by, require approval or consent a default under, give rise to a any right of termination undertermination, cancellation, amendment or acceleration with respect to, or result in the creation of or imposition or any Lien (other than a Permitted Lien) on upon any property of the Parent or asset the Purchaser, or result in the breach of National General (i) the certificate of incorporation or bylaws of the Parent or the Purchaser, (ii) any law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Parent, the Purchaser, any of the Parent's Subsidiaries or any of its Affiliates under, their respective properties is bound or is subject or (iii) any agreement, permit, franchise, license agreement or instrument commitment to which National General the Parent, the Purchaser or any of its the Parent's Subsidiaries is a party or (iii) subject to by which the matters referred to in Parent, the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General Purchaser or any of its Subsidiariesthe Parent's Subsidiaries is subject, whichexcept, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make matters which, individually or in the aggregate, would are not materially impair reasonably likely to have a Parent Material Adverse Effect. The Parent has received all requisite approvals from the ability of National General to consummate any Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and all requisite waiting periods thereunder have expired, in each case with respect to the Offer, the Merger and the other transactions contemplated hereby.

Noncontravention; Consents. The Except as set forth in Section 4.3(a) of the Sellers Disclosure Letter, the execution and delivery by each of the Sellers of this Agreement and the other Transaction Documents do to which it is a party does not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents to which it is a party will not, (i) violate, conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate of incorporation its articles, bylaws or the by-laws of National General or the comparable organizational other constituent documents of any of its Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under), give rise to a right of termination underor acceleration, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General or any of its Affiliates Seller under, any agreement, permit, franchise, license or instrument to which National General or any of its Subsidiaries Seller is a party party, or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction or award Law applicable to National General or any of its SubsidiariesSeller, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhave a Seller Material Adverse Effect. No consent, approval approval, waiver or authorization of, or declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval, waiver or authorization of any third party, is required by or with respect to National General or any of its Subsidiaries Seller in connection with the execution execution, delivery and delivery performance of this Agreement or the other Transaction Documents by National General to which it is a party or the consummation by National General of any Seller of the transactions contemplated hereby or thereby, thereby except for (ia) the approvals, filings and notices required under the insurance laws Laws of the jurisdictions set forth in Section 4.3 4.3(b) of the Sellers Disclosure ScheduleLetter, and (iib) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 4.3(c) of the Sellers Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyLetter.

Noncontravention; Consents. The execution and delivery of this Agreement and the other Transaction Documents do by such Investor does not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by this Agreement will not, (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate governing documents of incorporation such Investor or the by-laws of National General or the comparable organizational governing documents of any of its material Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in a any violation or breach of of, or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination undertermination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon such Investor or any of its material Subsidiaries, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General such Investor or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which National General or any of its material Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, contravene or require approval conflict with or consent under, constitute a violation of any Applicable Law, judgment, injunction provision of any Law binding upon or award applicable to National General such Investor or any of its material Subsidiaries, which, in the case of clauses (ii) and (iii) aboveof this Section 5(c), would materially impair the ability of National General to consummate any of the transactions contemplated hereby or therebyhave an Investor Material Adverse Effect on such Investor. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity Entity, and no consent, approval or authorization of any third party is required by or with respect to National General such Investor or any of its material Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or the other Transaction Documents by National General such Investor or the consummation by National General such Investor of any of the transactions contemplated hereby or therebyhereby, except for (iA) the approvals, filings filing of any required premerger notification and notices required report forms under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure ScheduleHSR Act, (iiB) any required Financial Services Consents and (C) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Investor Disclosure Schedule and (iii) Letter of such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebyInvestor.

Noncontravention; Consents. The (a) None of the execution and delivery of this Agreement and by the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure ScheduleCompany, the consummation by the Company of the transactions contemplated hereby or thereby will not, (i) conflict with, be prohibited byTransactions, or require the compliance by the Company or any approval that has not already been obtained under, of its subsidiaries (other than any of the Deer Valley Companies) with any of the provisions of this Agreement will (i) conflict with or violate (x) the certificate Certificate of incorporation Incorporation or Amended and Restated Bylaws of the by-laws of National General Company or (y) the comparable organizational or governing documents of any of its Subsidiariesthe Company’s subsidiaries (other than any of the Deer Valley Companies), (ii) subject assuming the consents, approvals and authorizations specified in Section 3.4(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law applicable to the matters referred to Company or any of its subsidiaries (other than any of the Deer Valley Companies) or by which any property or asset of the Company or any of its subsidiaries (other than any of the Deer Valley Companies) is bound or affected, or (iii) except as set forth in Section 3.4(a) of the next sentence, conflict withCompany Disclosure Letter, result in any breach of, or constitute a breach of or default (or an event which, with or without notice or lapse of time, or bothboth would become a default) under, be prohibited by, require approval or consent under, give rise to a any right of termination undertermination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any Lien (other than a Permitted Lien) on any property of the properties or asset assets of National General the Company or any of its Affiliates undersubsidiaries (other than any of the Deer Valley Companies) pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise, license franchise or other instrument or obligation to which National General the Company or any of its Subsidiaries is a party or subsidiaries (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law, judgment, injunction or award applicable to National General or other than any of its Subsidiariesthe Deer Valley Companies) is bound, whichother than, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to), any Governmental Entity is required by such violation, breach, default, right, termination, amendment, acceleration, cancellation or with respect to National General Lien that would not have, individually or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make which, in the aggregate, would not materially impair the ability of National General to consummate any of the transactions contemplated herebya Company Material Adverse Effect.

Noncontravention; Consents. The Except as disclosed in Section 4.2(c) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement the Transaction Agreements by each Reinsurer Party that is or will be a party thereto and the other Transaction Documents do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated hereby or thereby by such Reinsurer Party do not and will not, not (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, with any of the provisions of the certificate Organizational Documents of incorporation or the by-laws of National General or the comparable organizational documents of any of its Subsidiariessuch Reinsurer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or violation of, or default (with or without notice or lapse of time, time or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General Reinsurer Parent or any of its Affiliates Subsidiaries under, any agreement, permit, franchise, license or instrument to which National General Reinsurer Parent or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, contravene any Applicable Law, judgment, injunction or award applicable to National General or any of its Subsidiaries, which, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General Reinsurer Parent to consummate any of the transactions contemplated hereby or therebyhereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries Reinsurer Party in connection with the execution and delivery of this Agreement or the other Transaction Documents Agreements by National General the Reinsurer Parties or the consummation by National General the Reinsurer Parties of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 4.2(c) of the Buyer Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 4.2(c) of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are which if not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain obtained or make whichmade would not, in the aggregate, would not materially impair the ability of National General Reinsurer Parent to consummate any of the transactions contemplated hereby.

Noncontravention; Consents. The Except for (a) filings and approvals necessary to comply with the applicable requirements of the Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of the Certificate of Merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (d) any filings required under the rules and regulations of the New York Stock Exchange and (e) to the extent set forth in the Company Disclosure Letter, neither the execution and delivery of this Agreement and by the other Transaction Documents do notCompany, and except as disclosed in Section 4.3 of the Disclosure Schedule, nor the consummation by the Company of the transactions contemplated hereby hereby, will constitute a violation of, be in conflict with, constitute or thereby will notcreate (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) conflict with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the certificate of incorporation or bylaws of the by-laws of National General Company or the comparable organizational documents of any of its Subsidiaries, (ii) subject any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, be prohibited by, require approval or consent under, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of National General Company or any of its Affiliates under, Subsidiaries is subject or (iii) any agreement, permit, franchise, license agreement or instrument commitment to which National General the Company or any of its Subsidiaries is a party or (iii) subject to by which the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent underCompany, any Applicable Law, judgment, injunction or award applicable to National General of its Subsidiaries or any of its Subsidiariestheir respective properties is bound or subject, whichexcept, in the case of clauses (ii) and (iii) above, would materially impair the ability of National General to consummate any of the transactions contemplated hereby or thereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to National General or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by National General or the consummation by National General of any of the transactions contemplated hereby or thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure to obtain or make matters which, individually or in the aggregate, would are not materially impair the ability of National General reasonably likely to consummate any of the transactions contemplated herebyhave a Company Material Adverse Effect.