Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) The execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are Purchaser or its assets is subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such SellerPurchaser; or (iii) result in create a material breach breach, default, termination, cancellation or constitute a material default under, or create in acceleration of any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant Purchaser under any Contract to which Purchaser is a party or by which Purchaser or any material Purchased Contract (including any material License); of its assets or (iv) result in the creation properties is bound or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assetssubject, except for any of the foregoing in the case cases of clauses (i), (iii) and (iviii), that would not reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby or thereby or to perform any of its obligations under this Agreement or any Ancillary Agreement to which it is a party (a “Purchaser Material Adverse Effect”). (b) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller Purchaser for the consummation by each Seller Purchaser of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller it is a party or the compliance by such Seller Purchaser with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement by Stockholder does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Stockholder will not, (ai) Subjectconflict with the certificate of incorporation or by-laws (or comparable organizational documents) of Stockholder, if applicable, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of 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 upon any of the properties or assets of Stockholder, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Stockholder, or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Stockholder, or its respective properties or assets, other than, in the case of clauses (i), (iiiii) and (iviii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Stockholder to consummate the entry 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 or any third party is required by Stockholder in connection with the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) by Stockholder or the consummation by Stockholder of the transactions contemplated hereby, except for the filing with the SEC of such Seller 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 therebysuch consents, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default underapprovals, orders, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, authorizations the failure of which to be received made or made obtained, individually or in the aggregate, would not reasonably be expected materially impair the ability of Stockholder to have a Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Noncontravention; Consents. The execution and delivery of this Agreement by Parent does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Parent will not, (ai) Subjectconflict with the certificate of incorporation or by-laws of Parent, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of 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 upon any of the properties or assets of Parent under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to Parent or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree or Law applicable to Parent or its properties or assets, other than, in the case of clauses (i), (iiiii) and (iviii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not materially impair the ability of Parent to consummate the entry 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 or any third party is required by Parent in connection with the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) by Parent or the consummation by Parent of the transactions contemplated hereby, except for the filing with the SEC of such Seller 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 therebysuch consents, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default underapprovals, orders, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, authorizations the failure of which to be received made or made obtained, individually or in the aggregate, would not reasonably be expected materially impair the ability of Parent to have a Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Noncontravention; Consents. Neither the execution and delivery of this Agreement or the other Transaction Documents by ACP, nor the consummation by ACP of the transactions contemplated hereby or thereby, nor performance or compliance by ACP with any of the terms or provisions hereof or thereof, will (ai) Subjectconflict 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 (iA) through (C), (iii) and (iv), prior to the entry and effectiveness of the Sale Approval OrderEffective Time, the execution(x) conflict with, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) contravene or violate any Law Law, judgment, writ or injunction of any Governmental Entity applicable to which ACP or the Purchased Assets are subject; Tower Companies or (iiy) conflict with with, contravene or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach violate or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for breach under any of the foregoing in the case terms, conditions or provisions of clauses (i), (iii) and (iv), that would not reasonably be expected any Contract to have a Material Adverse Effect. (b) Subject to the entry and effectiveness which ACP or any of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller Tower Companies is a party or the compliance by such Seller with accelerate ACP's or any of the provisions hereof or thereofTower Companies', except if applicable, obligations under any such Contract. Except for (ia) 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 Antitrust Laws of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (iie) such consentthe Regulatory Approvals as set forth in Section 3.3 of the Disclosure Schedule, waiverno consent or approval of, approval, Order, Permit, qualification action by or authorization in respect of, or filing, license, permit or authorization, declaration or filing registration with, any court or notification togovernmental or regulatory authority or agency, any Person domestic or foreign (a "Governmental AuthorityEntity"), the failure performance by ACP of which its obligations pursuant to be received or made would not reasonably be expected to have a Material Adverse Effectthis Agreement and the other Transaction Documents and the consummation by ACP of the transactions contemplated hereunder and thereunder.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) The execution and (iv), to the entry delivery by Buyer and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller Buyer Party of this Agreement and the Ancillary other Transaction Agreements by to which it is or will be a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do thereby by such Buyer Party will not (i) violate any Law to which the Purchased Assets are subject; (iia) conflict with or result in a breach any of any provision the provisions of the Organizational Documents of such Seller; any Buyer Party, (iiib) subject to the matters referred to in the next sentence, conflict with, result in -28- a material breach of or constitute a material default (with or without notice or lapse of time or both) under, or create in give any Person contracting party the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); payment under, or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any property, upon asset or right of any Buyer Party under, any material Contract to which any Buyer Party is a party or (c) subject to the Purchased Assetsmatters referred to in the next sentence, except for contravene any of the foregoing Applicable Law, except, in the case of clauses (i), (iiib) and (iv)c) above, that as (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a Material Adverse Effect. (b) Subject material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the entry and effectiveness of the Sale Approval Order, no Transaction Agreements. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third party or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (i) compliance with for the applicable requirements of any Antitrust Laws and filing required under the HSR Act, (ii) for such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices that, qualification if not obtained or authorization ofmade, would not reasonably be expected to have, individually or declaration or filing within the aggregate, or notification to, any Person or Governmental Authority, the failure of which to be received or made a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements.

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, (ai) Subjectconflict 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 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 AmTrust or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which 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 AmTrust or any of its Subsidiaries, which, in the case of clauses (i), ii) and (iii) and (iv)above, would materially impair the ability of AmTrust to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and or thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to AmTrust or any Seller for of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Documents by AmTrust or the consummation by each Seller AmTrust of any of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with the applicable requirements approvals, filings and notices required under the insurance laws of any Antitrust Laws and the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, qualification approvals, authorizations, declarations, filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure of which to be received obtain or made make which, in the aggregate, would not reasonably be expected materially impair the ability of AmTrust to have a Material Adverse Effectconsummate 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, (ai) Subjectconflict 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 (i), ii) and (iii) and (iv)above, would materially impair the ability of National General to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and or thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to National General or any Seller for 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 each Seller National General of any of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with the applicable requirements approvals, filings and notices required under the insurance laws of any Antitrust Laws and the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (ii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iii) such other consents, qualification approvals, authorizations, declarations, filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure of which to be received obtain or made make which, in the aggregate, would not reasonably be expected materially impair the ability of National General to have a Material Adverse Effectconsummate any of the transactions contemplated hereby.

Noncontravention; Consents. (a) Subject, in the case The execution and delivery by each of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval OrderSeller, the execution, delivery Company and performance by each Seller applicable Company Subsidiary of this Agreement and the Ancillary other Transaction Agreements to which it is or will be a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do will not (i) violate any Law to which the Purchased Assets are subject; (iia) conflict with any of the provisions of the -21- Organizational Documents of Seller or the Company, (b) subject to the matters referred to in the next sentence, conflict with, result in a breach of any provision or default (with or without notice or lapse of the Organizational Documents of such Seller; (iiitime or both) result in a material breach or constitute a material default under, or create in give any Person contracting party the right to terminate, modify, cancel or accelerate or receive any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); payment, or (iv) provide its consent, under, or result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any property, upon asset or right of Seller, or the Purchased AssetsCompany or the Company Subsidiaries, except for or the Company Business, as applicable, under, any of Contract to which such Person is a party or (c) subject to the foregoing matters referred to in the next sentence, contravene any Applicable Law applicable to Seller, or the Company or the Company Subsidiaries, as applicable, except, in the case of clauses (i), (iiib) and (ivc), that as (I) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (II) would not reasonably be expected to be materially adverse to the ability of Seller to consummate the transactions contemplated hereby by the Outside Date and (III) would not reasonably be expected to have a Material Adverse Effect. (b) Subject material adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the entry and effectiveness of the Sale Approval Order, no Transaction Agreements. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third party or Governmental Authority (other than the Bankruptcy Court) Entity is required by any or with respect to Seller for or the Company in connection with the execution and delivery of this Agreement and the other Transaction Agreements by Seller or the Company, as applicable, or the consummation by each Seller or the Company, as applicable, of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (i) compliance with the applicable requirements filing required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any Antitrust Laws and 1976, as amended (the “HSR Act”), (ii) filings with the SEC, (iii) consents, approvals, authorizations, declarations, filings or notices in connection with the Separation and (iv) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices that, qualification if not obtained or authorization ofmade, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made have not had and would not reasonably be expected to have (A) have, individually or in the aggregate, a Material Adverse Effect, (B) be materially adverse to the ability of Seller to consummate the transactions contemplated hereby by the Outside Date or (III) have a material adverse effect on the ability of Seller, the Company and the Company Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements.

Noncontravention; Consents. Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by such Buyer Party do not and will not (a) Subjectconflict with any of the provisions of the Organizational Documents of any Buyer Party, (b) 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, 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 Buyer or any of its Subsidiaries under, any agreement, permit, license or instrument to which Buyer or any of its Subsidiaries is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), (iiib) and (iv)c) above, would materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement thereby, except for the approvals, filings and notices set forth in Section 4.3 of the Buyer Disclosure Schedule and such other consents, approvals, authorizations, declarations, filings or by notices which if not obtained or made would not, in the Ancillary Agreements aggregate, materially impair the ability of Buyer to which such Seller is a party or the compliance by such Seller with consummate any of the provisions hereof transactions contemplated hereby. To the Knowledge of Buyer, no fact or thereofcircumstance relating to Buyer or its Affiliates (including their plans for funding the purchase of the Shares or financing or operating the Transferred Companies after the Closing) exists that would render Buyer or its Affiliates, except for (i) compliance with the applicable requirements as applicable, unable promptly to obtain any approval, authorization or consent of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which Entity required to be received or made would not reasonably be expected obtained to have a Material Adverse Effectconsummate the transactions contemplated by the Transaction Agreements.

Noncontravention; Consents. Except for (a) Subject, in filings and approvals necessary to comply with the case applicable requirements of clauses (i)the Exchange Act and the "blue sky" laws and regulations of various states, (iiib) 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 and (iv), to c) any filings required under the entry rules and effectiveness regulations of the Sale Approval OrderNew York Stock Exchange, neither the execution, execution and delivery and performance by each Seller of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller the Company of the transactions contemplated hereby and therebyhereby, do not will constitute a violation of, be in conflict with, constitute or create (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in without notice or lapse of time or both) a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including any material License); right of termination, cancellation, amendment or (iv) acceleration with respect to, or result in the creation or imposition of any Encumbrancelien, encumbrance, security interest or other than claim (a Permitted Encumbrance, "Lien") upon any property of the Purchased Assets, except for Company or any of its Subsidiaries pursuant to (i) the foregoing certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is subject, except, in the case of clauses (i), ii) and (iii) and (iv)above, that would for such matters which, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect. (b) Subject to the entry Effect and effectiveness for such matters arising as a result of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than Company not being the Bankruptcy Court) is required by any Seller for Surviving Corporation in the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectMerger.

Noncontravention; Consents. Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated thereby by such Seller Party, do not and will not (a) Subjectconflict with any of the provisions of the Organizational Documents of any of the Seller Parties or any of the Transferred Companies, (b) 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, 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 the Transferred Companies under, any Contract, or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), (iiib) and (iv)c) above, to the entry and effectiveness of the Sale Approval Orderwould, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, or the consummation by each the Seller Parties of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with the applicable requirements approvals, filings and notices set forth in Section 3.5 of any Antitrust Laws the Seller Disclosure Schedule and (ii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received notices that if not obtained or made would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. The execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation of the transactions contemplated hereby by Parent and Merger Sub and the compliance by Parent and Merger Sub with any provisions hereof do not and will not (ai) Subjectconflict with, or result in a breach or default (with or without notice or lapse of time, or both) under, any of the provisions of the certificate of incorporation, bylaws or other organizational documents of Parent or any Subsidiaries of Parent (including Merger Sub), (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (with or without notice or lapse of time, or both) a default under, give rise to any requirement to obtain any authorization, consent or approval under, or create any lien, pledge, security interest or other encumbrance on any assets pursuant to, any contract applicable to Parent or any of its Subsidiaries including Merger Sub or (iii) violate any statute, law, regulation or order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, foreign or domestic, with respect to Parent or any of its Subsidiaries including Merger Sub, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Orderwould, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no Effect on Parent. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity, is required by or with respect to Parent, Merger Sub or any Seller for of the Affiliates of Parent in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or the consummation by each Seller of them of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (i) the filing with the SEC of such reports, filings and statements under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the certificate of merger with the office of the Secretary of State of the State of New Jersey, (iii) the filing of premerger notification and report forms under the HSR Act, (iv) compliance with the any applicable requirements of any Antitrust the Nasdaq National Market, (v) the approvals, filings and notices required under the Insurance Laws of the jurisdictions set forth in Section 4.3 of the Parent Disclosure Letter, (vi) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Parent Disclosure Letter and (iivii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of notices which to be received if not obtained or made would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect on Parent.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) The execution and (iv), to the entry and effectiveness delivery by each of the Sale Approval OrderSeller and the Parent of this Agreement, the execution, delivery and performance by each of the Seller of this Agreement and the Parent of the Ancillary Agreements Documents to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not not: (i) violate any Law to which the Purchased Assets are subjectapplicable Law; (ii) conflict with or result in a breach of any provision of the Organizational Documents certificates of such Sellerincorporation, bylaws or other organizational documents of the Seller or the Parent; (iii) result in create a material breach breach, default, termination, cancellation or constitute a material default under, or create in acceleration of any Person the right to terminate, cancel or accelerate any material obligation of such the Seller pursuant under any Material Contract or require the consent or approval of any party to any material Purchased Contract (including any material License)Material Contract; or (iv) result in the creation or imposition of any EncumbranceLien, other than a any Permitted EncumbranceLiens, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), ) and (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness No notices, Permits, consents, approvals, authorizations, qualifications or orders of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is Entities are required by any Seller for in connection with the consummation by each the Seller or the Parent of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements Documents to which they are parties, other than such Seller is a party or the compliance by such Seller with any of the provisions hereof foregoing that, if not given or thereofobtained, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectEffect or have a material adverse effect upon the ability of the Seller or the Parent to consummate the transactions contemplated by, and discharge their respective obligations under, this Agreement and the Ancillary Documents.

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and nor any of the Ancillary Agreements to which it is a partyDocuments, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller of the transactions contemplated hereby and thereby, do not will (with or without notice or the lapse of time) (i) violate any Law constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Quepasa is subject or any provision of the Purchased Assets are subject; charter or bylaws of Quepasa, (ii) violate any applicable rule, regulation or interpretative memorandum of any applicable national securities exchange (including the Nasdaq Stock Market), or (iii) conflict with or with, result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or of, constitute a material default under, or result in the acceleration of, create in any Person party the right to accelerate, terminate, modify, or cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) under, result in the creation loss of a benefit under, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Quepasa is a party or by which it is bound or to which any of its assets is subject or result in the imposition of any Encumbrance, other than a Permitted Encumbrance, security interest upon the Purchased Assetsany of its assets, except for any of where the foregoing in the case of clauses (i)conflict, (iii) and (iv)breach, that default, acceleration, termination, modification, cancellation, loss, failure to give notice, or security interest would not reasonably be expected to have a Material Adverse Effect. (b) Subject to Effect on Quepasa or on the entry and effectiveness ability of the Sale Approval Order, no Parties to consummate the transactions contemplated by this Agreement. No consent, waiver, approval, Order, Permit, qualification order or authorization of, or registration, declaration or filing with, any government, governmental agency, court or notification to, any Person or Governmental Authority national securities exchange (other than including the Bankruptcy CourtNasdaq Stock Market) is required by or with respect to Quepasa in connection with the execution and delivery of this Agreement or any Seller for of the Ancillary Documents or the consummation by each Seller of the transactions contemplated by this Agreement or by hereby and thereby, including the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any authorization, issuance, sale and delivery of the provisions hereof or Preferred Stock and the common stock issuable upon conversion thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, (ai) Subjectconflict 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 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 Buyer or any of its Affiliates under, any agreement, permit, franchise, license or instrument to which 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 Buyer or any of its Subsidiaries, which, in the case of clauses (i), ii) and (iii) and (iv)above, would materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to Buyer or any Seller for of its Subsidiaries in connection with the execution and delivery of this Agreement by Buyer or the consummation by each Seller Buyer of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (i) compliance with if required, the applicable requirements filing of any Antitrust Laws 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, (iii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iv) such other consents, qualification approvals, authorizations, declarations, filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices that are not required to be set forth pursuant to clauses (ii) and (iii) the failure of which to be received obtain or made make which, in the aggregate, would not reasonably be expected materially impair the ability of Buyer to have a Material Adverse Effectconsummate any of the transactions contemplated hereby.

Noncontravention; Consents. (aProvided that all consents, approvals, authorizations and other actions described in Section 3.2(c) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval OrderBuyer Disclosure Schedule have been obtained and taken, the executionexecution and delivery of the Transaction Documents by each Buyer Party that is a party thereto do not, delivery and the performance by each Seller it of this Agreement its obligations thereunder will not, and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebythereby by such Buyer Party will not, do not (i) violate any Law to which the Purchased Assets are subject; (ii) or conflict with or result in a breach any of any provision the provisions of the Organizational Documents of such Seller; any Buyer 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 the giving of notice or lapse of time or both, would constitute a default) under, require consent, approval or authorization under, give rise to a right of termination, acceleration or cancelation under, or result in the creation of any Lien on any property, right or asset of Buyer or any of its Subsidiaries under, any agreement, permit, license or instrument to which Buyer or any of its Subsidiaries is a party, (iii) subject to the matters referred to in the next sentence and except as otherwise set forth in Section 3.2(c) of the Buyer Disclosure Schedule, conflict with or violate any Applicable Law or Governmental Order applicable to any Buyer Party or by which any of them or any of their respective material properties, assets or rights is bound or subject, or (iv) result in a material breach or constitute violation of any of the terms or conditions of, result in a material default under, or create in otherwise cause an impairment or revocation of, any Person the right to terminate, cancel or accelerate any Permit of Buyer and its Affiliates. No material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of this Agreement by the Buyer Parties, the performance by them of their obligations under any Transaction Document or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (i) compliance with the applicable requirements of any Antitrust Laws filing required under the HSR Act and (ii) such consentthe other consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 3.2(c) of the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectBuyer Disclosure Schedule.

Noncontravention; Consents. Except for (a) Subjectcertain filings and approvals necessary to comply with the applicable requirements of the Securities Act, in the case Securities Exchange Act and the "blue sky" laws and regulations of clauses (i)various states, (iiib) the approval by the New York Stock Exchange of the listing, upon official notice of issuance, of the shares of Parent Common Stock proposed to be issued pursuant to the Merger, (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 HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (iv), e) the filing of a certificate of merger pursuant to the entry Delaware Act, neither the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and by the Ancillary Agreements to which it is a partyParent Corporation or the Acquisition Corporation, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller the Parent Corporation or the Acquisition Corporation of the transactions contemplated hereby and therebyhereby, do not will constitute a violation of, be in conflict with, constitute or create (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in without notice or lapse of time or both) a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including any material License); right of termination, cancellation, amendment or (iv) acceleration with respect to, or result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, Lien upon any property of the Purchased Assets, except for Parent Corporation or any of its Subsidiaries pursuant to (i) the foregoing charter or bylaws of the Parent Corporation or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Parent Corporation or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Parent Corporation or any of its Subsidiaries is a party or by which the Parent Corporation, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (i), ii) and (iii) and (iv)above, that for such matters which, individually or in the aggregate, would not reasonably be expected to have a Parent Corporation Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement do not, and except as disclosed in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, (ai) Subjectconflict 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 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 (i), ii) and (iii) and (iv)above, would materially impair the ability of National General to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to National General or any Seller for of its Subsidiaries in connection with the execution and delivery of this Agreement by National General or the consummation by each Seller National General of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (i) compliance with the applicable requirements approvals, filings and notices required under the insurance laws of any Antitrust Laws 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 (i) and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received obtain or made make which, in the aggregate, would not reasonably be expected materially impair the ability of National General to have a Material Adverse Effectconsummate any of the transactions contemplated hereby.

Noncontravention; Consents. (a) SubjectNeither the execution, delivery and performance of this Agreement and the Related Documents to which Parent, Buyer or Acquisition Sub is a party nor the consummation by Parent, Buyer or Acquisition Sub of the transactions contemplated hereby or thereby nor compliance by Parent, Buyer or Acquisition Sub with any provision hereof or thereof shall (i) violate any Law, the result of which would prevent the consummation by Buyer of the transactions contemplated hereby or (ii) other than with respect to waivers or consents received on or prior to the date hereof, conflict with, result in a breach of, constitute a default under, result in the case acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which Parent, Buyer or Acquisition Sub is a party or by which the any such party is bound or to which any of clauses their respective properties is subject the result of which would prevent the consummation by Parent, Buyer or Acquisition Sub of the transactions contemplated hereby. (i)b) Except for requisite filings under the HSR Act or as otherwise contemplated by this Agreement or any Related Document, (iii) and (iv), except for consents and waivers received on or prior to the entry and effectiveness date hereof, no material permit, authorization, consent or approval of the Sale Approval Orderor by, or any material notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by each Seller Parent, Buyer or Acquisition Sub of this Agreement and the Ancillary Agreements Related Documents to which it Parent, Buyer or Acquisition Sub is a party, and (subject to the entry of the Sale Approval Order) party or the consummation by any such Seller party of the transactions contemplated hereby and or thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness None of the Sale Approval Orderexecution or delivery of this Agreement, the execution, delivery and performance by each Seller EKCO of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) its obligations hereunder or the consummation by such Seller of the transactions contemplated hereby and thereby, do not does or will: (i) violate any Law to which violate, conflict with, or constitute a default under, the Purchased Assets are subjectCertificate of Incorporation, as amended, or Bylaws, as amended, of EKCO; or (ii) conflict with assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation or ordinance (together, "Laws") or any order, injunction, judgment or decree (together, "Orders") of any court or Governmental Entity to which EKCO or any of its assets or properties is subject, which violation has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the EKCO Disclosure Schedule, result in a violation or breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach of, or constitute a material default under, or create in give rise to any Person the right to terminateof termination, cancel acceleration or accelerate modification of, any material note, bond, mortgage, indenture, deed of trust, license, lease, security agreement, permit, concession, franchise or other agreement, instrument or obligation of such Seller pursuant any kind to which EKCO is a party or by which it or any material Purchased Contract (including any material License); of its assets or (iv) result properties is bound, which default, breach or other action has or would reasonably be expected to have, individually or in the creation aggregate, a Material Adverse Effect. (b) Except for the expiration or imposition termination of the applicable waiting period under the HSR Act and any Encumbranceapplicable foreign competition laws, other than a Permitted Encumbrance, upon the Purchased Assets, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or "Blue Sky" laws or regulations (the "Blue Sky laws") or any exchange upon which EKCO Shares are listed, and except for the filing and recordation of a Certificate of Merger as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court or Governmental Entity required to be obtained by EKCO in connection with the execution of this Agreement, the performance by EKCO of its obligations hereunder, or the consummation of the foregoing transactions contemplated hereby, the failure of which to obtain, individually or in the case of clauses (i)aggregate, (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. Except for (a) Subjectcertain filings and approvals necessary to comply with the applicable requirements of the Securities Act, in the case Securities Exchange Act and the "blue sky" laws and regulations of clauses various states, (ib) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of the Company 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 Hart-Scott-Rodino Act of 1976, as amended (the "HSR Act"), (iiix) xxxxxxx xxxxxgs and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (iv), e) the filing of a certificate of merger pursuant to the entry Delaware Act, neither the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller the Company of the transactions contemplated hereby and therebyhereby, do not will constitute a violation of, be in conflict with, constitute or create (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in without notice or lapse of time or both) a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including any material License); right of termination, cancellation, amendment or (iv) acceleration with respect to, or result in the creation or imposition of any Encumbrancelien, encumbrance, security interest or other than claim (a Permitted Encumbrance, "Lien") upon any property of the Purchased Assets, except for Company or any of its Subsidiaries pursuant to (i) the foregoing charter or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (i), ii) and (iii) and (iv)above, that for such matters which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) SubjectEach Seller Party’s execution and delivery hereof does not, in the case such Seller Party’s performance of clauses (i)and compliance with its covenants and agreements hereunder shall not, (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebyshall not, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; Seller Party, (iiiii) result in a material breach or constitute a material default under, or create in any Person subject to making the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in Filings and obtaining the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (iConsents contemplated by Section 2.3(b), violate any Law (iii) except as would not and (iv), that would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect. ) or (biii) Subject to the entry and effectiveness except as set forth in Section 2.3(a)(iii) of the Sale Approval OrderSeller Disclosure Schedule, no consentbreach, waiverresult in the loss of any benefit under, approvalbe a default (or an event that, Order, Permit, qualification with or authorization ofwithout notice or lapse of time, or declaration both, would be a default) under, result in the termination, cancelation or filing withamendment of or a right of termination, cancelation or amendment under, accelerate the performance required by, or notification toresult in the creation of any Lien on any of the respective properties or assets of such Seller Party under, any Person or Governmental Authority (other than the Bankruptcy Court1) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements Contract to which such Seller Party is a party or the compliance by which any asset of such Seller with Party is bound or affected (except as would not and would not reasonably be expected, individually or in the aggregate, to prevent, materially delay or materially impede such Seller Party’s ability to consummate any transaction contemplated hereby) or (2) Material Contract (except, in the case of the provisions hereof or thereofthis clause (2), except for (i) compliance with the applicable requirements of any Antitrust Laws as would not and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect). (b) Each Seller Party’s execution and delivery hereof does not, such Seller Party’s performance of and compliance with its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, require such Seller Party or any Acquired Entity to make any registration, declaration, notice, report, submission or other filing (each, a “Filing”) with or to, or to obtain any consent, approval, waiver, license, permit, franchise, authorization or Order (“Consent”) of, any Governmental Authority, except for the HSR Clearance and Filings in connection therewith and except for any Filing or Consent the failure of which to make or receive would not and would not reasonably be expected to (i) prevent, materially delay or materially impede any Seller Party’s ability to consummate any transaction contemplated hereby or (ii) result in, individually or in the aggregate, a Material Adverse Effect.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), Subject to the entry and effectiveness satisfaction of the Sale Approval Orderclosing conditions set forth in Section 10 and the other terms and conditions hereof, the execution, execution and delivery and performance by each Seller the Buyer of this Agreement and the Ancillary other Transaction Agreements to which it is a party, party and (subject to the entry performance of the Sale Approval Order) Buyer’s obligations hereunder and thereunder shall not result in the consummation by such Seller of the transactions contemplated hereby and thereby, do not violation of: (i) violate any Law applicable to which the Purchased Assets are subjectBuyer; (ii) conflict with any material contract to which the Buyer is bound; or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation Governing Documents of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased AssetsBuyer, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that such violations as would not reasonably be expected to have materially impair or delay the Buyer’s ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is a Material Adverse Effectparty or consummate the transactions contemplated hereby or thereby. (b) Subject to No consent, approval or authorization of or filing with any third party or any Governmental Authority is required on the entry and effectiveness part of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than Buyer in connection with the Bankruptcy Court) is required by any Seller for the consummation by each Seller execution and delivery of the transactions contemplated by this Agreement or by and the Ancillary other Transaction Agreements to which such Seller the Buyer is a party or the compliance consummation by such Seller with any Buyer of the provisions hereof transactions contemplated hereby or thereofthereby, except for except: (i) compliance filings required with respect to the applicable requirements of any Antitrust Laws Federal Power Act; and (ii) such consentconsents, waiverapprovals, approval, Order, Permit, qualification or authorization ofauthorizations, or declaration filings which, if not made or filing withobtained, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have materially impair or delay the Buyer’s ability to perform its obligations under this Agreement and the other Transaction Agreements to which it is a Material Adverse Effectparty or consummate the transactions contemplated hereby or thereby.

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and or any of the Ancillary Agreements to which it is a party, and (subject to by the entry of the Sale Approval Order) Seller nor the consummation by such the Seller of the transactions contemplated hereby and or thereby, do not (i) will violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents charter or bylaws of such the Seller or any Law or Order to which the Seller is subject, except violations of Law or any Order which would not materially impair the Seller; ’s ability to consummate the transactions contemplated by this Agreement. Except (i) as set forth on Schedule 4.3 of the Disclosure Schedules, (ii) to the extent the Seller’s ability to consummate the transactions contemplated by this Agreement would not be materially impaired, and (iii) result in a material breach for consents that may be required for the assignment of certain Contracts, neither the execution and delivery of this Agreement or any of the Ancillary Agreements by the Seller, nor the consummation by the Seller of the transactions contemplated hereby or thereby, will constitute a material default underviolation of, constitute or create in any Person the right to terminate, cancel a default under or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted Encumbrance, Lien) upon the Purchased Assets, except for any of the foregoing in Companies, Purchased Assets or Stock under any Contract or Permit to which the case of clauses (i)Seller, (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness either Company or any of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification Purchased Assets or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller Stock is a party or the compliance by such Seller with any is bound. As of the provisions hereof or thereofClosing Date, except for (i) compliance with as set forth on Schedule 4.3 of the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental AuthorityDisclosure Schedules, the failure Seller will have given all required notices and obtained all material licenses, permits, consents, approvals, authorizations, and orders of which Governmental Entities as are required in order to be received or made would not reasonably be expected enable the Seller to have a Material Adverse Effectperform their respective obligations under this Agreement and each of the Ancillary Agreements.

Noncontravention; Consents. (a) SubjectBuyer’s execution and delivery hereof does not, its performance of and compliance with its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, (i) violate the Organizational Documents Buyer, (ii) subject to making the Filings and obtaining the Consents contemplated by Section 5.03(b), violate any Applicable Law or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancelation or amendment of or a right of termination, cancelation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the assets of Buyer under, any Contract to which Buyer is a party or by which any asset of Buyer is bound or affected, and, in the case of the foregoing clauses (i), (iiiii) and (iviii), to the entry as would not and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on Buyer’s ability to comply with their respective covenants or agreements hereunder. (b) Subject to the entry Buyer’s execution and effectiveness delivery hereof does not, its performance of the Sale Approval Orderand compliance with its covenants and agreements hereunder shall not, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for and the consummation by each Seller of the transactions contemplated by this Agreement hereby shall not, require Buyer to make any Filing with or by the Ancillary Agreements to, or to which such Seller is a party or the compliance by such Seller with obtain any of the provisions hereof or thereofConsent of, any Governmental Authority, except for (i) compliance with the applicable requirements of HSR Act Clearance and any Antitrust Laws and Filing required under the HSR Act in connection therewith, (ii) such consentany Filing required by the Exchange Act, waiver, approval, Order, Permit, qualification the Securities Act or authorization of, the rules and regulations of the New York Stock Exchange and (iii) any Filing or declaration or filing with, or notification to, any Person or Governmental Authority, Consent the failure of which to be received make or made receive would not and would not reasonably be expected to have a Material Adverse Effectprevent, materially delay or materially impede Buyer’s ability to consummate any transaction contemplated hereby.

Noncontravention; Consents. (a) Subject, in The execution and delivery by the case of clauses (i), (iii) Parent and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller Buyer of this Agreement and the Ancillary Agreements Documents to which it either of them is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller the Parent and the Buyer of the transactions contemplated hereby and thereby, do not not: (i) violate any Law to which either the Purchased Assets Parent or the Buyer or their respective assets are subject; , (ii) conflict with or result in a breach of any provision of the Organizational Documents certificate of such Seller; incorporation or bylaws of the Parent or the Buyer, or (iii) result in create a material breach breach, default, termination, cancellation or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition acceleration of any Encumbranceobligation under any contract, other than agreement or binding commitment to which either the Parent or the Buyer is a Permitted Encumbrance, upon party or by which either the Purchased AssetsParent or the Buyer or any of their respective assets or properties are bound or subject, except for any of the foregoing in the case of clauses (i), (iii) and (iviii), that would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (b) Subject to Except for (i) filings under any Antitrust Laws and the entry expiration of any applicable waiting periods thereunder and effectiveness (ii) the novation of the Sale Approval OrderGovernment Prime Contracts, no consent, waiver, approval, Order, Permit, qualification or authorization ofnotices to, or declaration permits, consents, approvals, authorizations, qualifications or filing withorders from, Governmental Entities or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is third parties are required by any Seller for the consummation by each Seller the Parent or the Buyer of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements Documents to which such Seller the Parent or the Buyer is a party or the compliance by party, other than such Seller with any of the provisions hereof foregoing that, if not obtained or thereofmade, except for (i) compliance with would not, individually or in the applicable requirements of any Antitrust Laws and (ii) such consentaggregate, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Buyer Material Adverse Effect.

Noncontravention; Consents. Except for (a) Subject, in certain filings and approvals necessary to comply with the case applicable requirements of clauses (i)the Securities Exchange Act, (iiib) 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 HSR Act and (iv), c) the filing of a certificate of merger pursuant to the entry Delaware Act, neither the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and by Nipro or the Ancillary Agreements to which it is a partyAcquisition Corporation, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller Nipro or the Acquisition Corporation of the transactions contemplated hereby and therebyhereby, do not will constitute a violation of, be in conflict with, require that any notice be given to or consent or approval be obtained from any governmental authority or any other person or entity pursuant to, constitute or create (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in without notice or lapse of time or both) a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including any material License); right of termination, cancellation, amendment or (iv) acceleration with respect to, or result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, Lien upon the Purchased Assets, except for any property of Nipro or any of its Subsidiaries pursuant to (i) the foregoing constitution or other organizational documents of Nipro or any of its Subsidiaries, (ii) any law, rule, regulation, permit, order, writ, injunction, judgment or decree to which Nipro or any of its Subsidiaries is subject or (iii) any agreement or commitment to which Nipro or any of its Subsidiaries is a party or by which Nipro, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (i), ii) and (iii) above, for such matters which, individually or in the aggregate, have not had and (iv), that would not reasonably be expected to have a Nipro Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement by Seller do not and, except as disclosed in Section 3.5 of the Disclosure Schedule, the performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement will not (ai) Subject(x) 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 by-laws of each of the Companies or the comparable organizational documents of any of the Subsidiaries or of Seller, (y) 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 any approval, consent or other action under, give rise to a right of termination, amendment, acceleration or cancellation under, or result in the creation of any Lien on any property or asset of the Companies or any of the Subsidiaries under any Contract to which the Companies or any of the Subsidiaries (1) is a party or otherwise bound, or (2) will be a party to or otherwise will be bound immediately following the consummation of the Business Re-Alignment Transactions or (z) subject to the matters referred to in the next sentence, contravene, be prohibited by, or require approval or consent under, any Applicable Law or Governmental Order applicable to Seller, the Companies or any of the Subsidiaries, which, in the case of clauses (i), (iiiy) and (iv)z) above, would have or reasonably be expected to the entry and effectiveness of the Sale Approval Orderhave a Company Material Adverse Effect, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; or (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any EncumbranceLien, other than a Permitted Encumbrancewith or without the giving of notice or lapse of time or both, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no Shares. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity, is required by or with respect to Seller, the Companies or any of the Subsidiaries in connection with the execution, delivery and performance of this Agreement by Seller for or the consummation by each Seller Seller, the Companies or any of the Subsidiaries of the transactions contemplated hereby, except for (i) the filing requirement(s) applicable to the transactions contemplated by this Agreement under competition, antitrust or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any similar Laws of the provisions hereof or thereofCanada, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) the approvals, filings and notices required under the Insurance Laws of the jurisdictions set forth in Section 3.5 of the Disclosure Schedule, (iii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 3.5 of the Disclosure Schedule and (iv) such other consents, qualification approvals, authorizations, declarations, filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authoritynotices, the failure of which to be received obtained or made would not have or reasonably be expected to have a Company Material Adverse Effect.

Noncontravention; Consents. (ai) SubjectExcept as set forth in Section 3.5(a) of the NFI Disclosure Letter, the execution and delivery of this Agreement by NFI does not, and the Rights Offering and the consummation of the transactions contemplated by this Agreement will not, (A) subject to completion of the Reverse Stock Split, conflict with any of the provisions of the Charter or Bylaws of NFI or the comparable organizational documents of any of its Material Subsidiaries, (B) subject to the matters referred to in Section 4(d)(ii), conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, 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 NFI or any of its Material Subsidiaries, or result in the creation of any Lien on any property or asset of NFI or any of its Material Subsidiaries or (C) subject to the matters referred to in Section 4(d)(ii), contravene or conflict with in any material respect or constitute a material violation of any provision of any Law binding upon or applicable to NFI or any of its Material Subsidiaries or any of their respective properties or assets, which, in the case of clauses clause (iB) of this Section 4(d)(i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a an NFI Material Adverse Effect. (bii) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity, and, except as would not have an NFI Material Adverse Effect, no consent, approval or Governmental Authority (other than the Bankruptcy Court) authorization of any third party, is required by or with respect to NFI, any Seller for of its Subsidiaries or any Investor in connection with the execution, delivery and performance of this Agreement or the conduct of the Rights Offering or the consummation by each Seller NFI or the Investors of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (iA) compliance the filing of premerger notification and report forms under the HSR Act, (B) consents, approvals, authorizations, declarations, filings or notices to any Financial Services Authority (each, a "Financial Services Consent") by NFI, any of its Affiliates or any of the Investors as are set forth in Section 3.5(b) of the NFI Disclosure Letter or are needed by the Investors solely as a result of facts or circumstances specific to any Investor, (C) the filing of the Series D-2 Articles Supplementary with the applicable requirements State Department of Assessments and Taxation of Maryland, (D) the filing of the Rights Offering Registration Statement, including any Antitrust Laws amendments and prospectuses related thereto, with the SEC and (iiE) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 3.5(b) of the NFI Disclosure Letter. The Financial Services Consents set forth in Section 3.5(b) of the NFI Disclosure Letter are based upon the following assumptions: (1) upon Closing each Investor will own, qualification together with any Common Shares or authorization ofPreferred Shares owned by an Affiliate of such Investor or any entity over which such Investor has or exerts control, less than 10% of the outstanding voting stock of NFI, including any Common Shares or declaration Preferred Shares currently owned or filing withacquired before Closing by such Investor; and (2) each Investor will independently vote its Common Shares or Preferred Shares and shall not, pursuant to any formal or notification toinformal agreement, any Person oral or Governmental Authoritywritten, the failure of which agree to be received vote such Common Shares or made would not reasonably be expected to have a Material Adverse EffectPreferred Shares in concert.

Noncontravention; Consents. Except for (a) Subjectcertain filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act, in (b) certain filings and approvals necessary to comply with the case requirements of clauses the Nasdaq Global Select Market with respect to the delisting of the Common Stock, (ic) 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 Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the “HSR Act”), (iii) and (iv), d) the filing of a certificate of merger pursuant to the entry Delaware Act, neither the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a partyby HDI, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller HDI of the transactions contemplated hereby and therebyhereby, do not will constitute a violation of, be in conflict with, require that any notice be given to or consent or approval be obtained from any governmental authority or any other person or entity pursuant to, constitute or create (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in without notice or lapse of time or both) a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including any material License); right of termination, cancellation, amendment or (iv) acceleration with respect to, or result in the creation or imposition of any Encumbrancelien, encumbrance, security interest or other than adverse claim (a Permitted Encumbrance, “Lien”) upon the Purchased Assets, except for any property of HDI or any of its Subsidiaries pursuant to (i) the foregoing charter or bylaws of HDI or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which HDI or any of its Subsidiaries is subject or (iii) any agreement or commitment to which HDI or any of its Subsidiaries is a party or by which HDI, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (i), ii) and (iii) above, for such matters which, individually or in the aggregate, have not had and (iv), that would not reasonably be expected to have a HDI Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not (ai) Subjectconflict with any of the provisions of the certificate of incorporation or by-laws of the Buyer (or the comparable organizational document), (ii) subject to obtaining the approvals as set forth in Section 3.2(c) of the Disclosure Schedule, conflict with, result in a breach or default under any law or order of any Governmental Entity to which the Buyer is a party or by which any of its properties or assets are bound or affected, which, in the case of clauses clause (iii), (iii) and (iv), would materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by any Seller for or with respect to the Company in connection with the execution and delivery of this Agreement by Buyer or the consummation by each Seller Buyer of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (iA) compliance with the applicable requirements approvals, filings and notices required under the insurance laws of any Antitrust Laws the jurisdictions set forth in Section 3.2(c) of the Disclosure Schedule, (B) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.2(c) of the Disclosure Schedule, and (iiC) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices the failure of which to be received obtained or made made, in the aggregate, would not reasonably be expected materially impair the ability of Buyer to have a Material Adverse Effectconsummate any of the transactions contemplated hereby.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness Except as disclosed in Section 3.2(e)(i) of the Sale Approval OrderDisclosure Schedule, the execution, execution and delivery and performance by each Seller of this Agreement by Buyer and of the Transaction Documents by Buyer and/or any of its Subsidiaries that are parties thereto do not, and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby by this Agreement and thereby, do such Transaction Documents will not (i) violate any Law to which the Purchased Assets are subject; (iiA) conflict with any of the provisions of the Articles of Incorporation or By-laws of Buyer or any of its Subsidiaries (B) conflict with, or result in a breach any violation of any provision or default (with or without notice or lapse of the Organizational Documents of such Seller; (iiitime, or both) result in a material breach or constitute a material default under, or create in give rise to a right of termination, cancellation or acceleration of any obligation or to loss of any benefit under, or give rise to any obligation of Buyer or any of its Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person the right to terminateunder, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, Liens upon the Purchased Assets, except for any of the foregoing properties or assets of Buyer or any of its Subsidiaries under any Contract or Permit under which Buyer or any of its Subsidiaries is a party or by which any of their respective assets or properties owned or used are bound, that would, individually or in the case aggregate, have a Buyer Material Adverse Effect or a material adverse effect on the ability of clauses Buyer or any of its Subsidiaries to consummate any of the transactions contemplated by this Agreement or the Transaction Documents or (i)C) violate or give rise to the loss of a right or benefit, (iii) and (iv)or create any obligation or liability under any Laws applicable to Buyer or any of its Subsidiaries, that would not reasonably be expected to would, individually or in the aggregate, have a Buyer Material Adverse EffectEffect or a material adverse effect on the ability of Buyer or any of its Subsidiaries to consummate any of the transactions contemplated by this Agreement or the Transaction Documents. (bii) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to Buyer or any Seller for of its Subsidiaries in connection with the execution and delivery of this Agreement by Buyer or the Transaction Documents by Buyer and/or any of its Subsidiaries that are parties thereto or the consummation by each Seller Buyer or any of its Subsidiaries of the transactions contemplated hereby or thereby, except for (A) the filing of premerger notification and report forms under the HSR Act, (B) the approvals, filings and notices required under the insurance laws of the jurisdictions in which Buyer (or any of its Affiliates or subsidiaries) or the Company and its Subsidiaries transact the business of insurance, (C) consents and approvals or non-disapprovals of, and filings or applications with, or notices to the Banking Regulators, (D) consents, filings or notices under the Investment Advisers Act, (E) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.2(e)(ii) of the Disclosure Schedule, and (F) such other consents, approvals, authorizations, declarations, filings or notices the failure to obtain or make any or all of which would not have a Buyer Material Adverse Effect or a material adverse effect on the ability of Buyer or any of its Subsidiaries to consummate any of the transactions contemplated by this Agreement or by and the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectTransaction Documents.

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and or any of the Ancillary Agreements to which it is a partyby the Purchaser, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller the Purchaser of the transactions contemplated hereby and or thereby, do not will: (i) violate any Law to which the Purchased Assets are Purchaser is subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents charter or bylaws of such Sellerthe Purchaser; (iii) result in a material breach or constitute a material default underviolation of, be in conflict with, constitute or create a breach, default, termination, cancellation or acceleration of any obligation under any contract, agreement or commitment to which the Purchaser or any of its Affiliates is a party or by which the Purchaser, any of its Affiliates, or create in any Person the right to terminate, cancel of their respective assets or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); properties are bound or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assetssubject, except for any of the foregoing in the case of clauses (i), ) and (iii) for such violations, conflicts and (iv), defaults that would not reasonably be expected to have not, individually or in the aggregate, create a Purchaser Material Adverse Effect. (b) Subject to Except for (i) the entry filings by the Purchaser and effectiveness of the Sale Approval OrderSeller required under the Hart-Scott-Rodino Act and Antitrust Laws and the expiration or early xxxxxxxxxxx xx xxl waiting periods under the Hart-Scott-Rodino Act (or approvals under Antitrust Laws), and (ii) txx xxxxxxxx xx Xxvernment Contracts as contemplated by Section 7.14, no consentnotices, waiverlicenses, approvalPermits, Orderconsents, Permitapprovals, qualification authorizations, qualifications and orders of Governmental Entities or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is third parties are required by any Seller for the consummation by each Seller the Purchaser of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements to which Agreements, other than such Seller is licenses, Permits, consents, approvals, authorizations, qualifications and orders which, if not obtained or made, would not, individually or in the aggregate, create a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Purchaser Material Adverse Effect.

Noncontravention; Consents. Except as disclosed in Section 4.1(d) of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by such Buyer Party do not and will not (ai) Subjectconflict with any of the provisions of the Organizational Documents of any Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach or violation of, or default (with or without notice or lapse of time or both) 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 Buyer Parent, Buyer or any Subsidiary of Buyer under, any agreement, permit, license or instrument to which Buyer Parent, Buyer or any other Subsidiary of Buyer Parent is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, would materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with the applicable requirements approvals, filings and notices required under the insurance laws of any Antitrust Laws and the jurisdictions set forth in Section 4.1(d) of the Buyer Disclosure Schedule, (ii) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 4.1(d) of the Buyer Disclosure Schedule and (iii) such other consents, qualification approvals, authorizations, declarations, filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of notices which to be received if not obtained or made would not reasonably be expected not, in the aggregate, materially impair the ability of Buyer Parent to have a Material Adverse Effectconsummate any of the transactions contemplated hereby.

Noncontravention; Consents. (a) Subject, Except as disclosed in the case of clauses (i), (iii) and (iv), to the entry and effectiveness Section 3.5 of the Sale Approval OrderSeller Disclosure Schedule, the execution, execution and delivery and performance of the Transaction Agreements by each Seller of this Agreement Party that is or will be a party thereto, and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, by such Seller Party, do not and will not (i) violate conflict with any Law to which of the Purchased Assets are subject; provisions of the Organizational Documents of any of the Seller Parties, (ii) subject to the matters referred to in the next sentence, conflict with or with, result in a breach of any provision or default (with or without notice or lapse of the Organizational Documents of such Seller; (iiitime or both) result in a material breach or constitute a material default under, or create in give any Person contracting party the right to terminate, cancel or accelerate or receive any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); payment under, or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any property, upon the Purchased Assets, except for asset or right of any of the foregoing Transferred Companies under, any Contract to which a Seller Party is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, that has had or would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third-party or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, or the consummation by each the Seller Parties of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (iw) compliance with the applicable requirements filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any Antitrust Laws 1976, as amended (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.5 of the Seller Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule, and (iiz) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received notices that if not obtained or made would not not, individually or in the aggregate, reasonably be expected to have be material to the Transferred Companies, taken as a Material Adverse Effectwhole.

Noncontravention; Consents. Except for such filings as may be required under the HSR Act or as disclosed in Section 3.6 of the Seller Disclosure Schedule, the execution and delivery by Seller of the Transaction Agreements to which it is or will be a party, and the consummation and performance of the transactions contemplated thereby by Seller, do not and will not (ai) Subjectconflict with any of the provisions of the Organizational Documents of Seller, (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, give rise to a right of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of the Companies or the business of the Companies under, any contract or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; clause (ii) conflict with above, will have or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach would, individually or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by any or with respect to Seller for in connection with the execution and delivery of the Transaction Agreements by Seller, or the consummation and performance by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with such filings as may be required under the applicable requirements of any Antitrust Laws and HSR Act, (ii) such consentconsents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 3.6 of the Seller Disclosure Schedule and (iii) such other consents, qualification approvals, authorizations, declarations, filings or authorization ofnotices that are not, individually or declaration or filing within the aggregate, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effectmaterial.

Noncontravention; Consents. (a) SubjectExcept as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of this Agreement by Seller and the other Transaction Agreements by each Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated hereby and thereby by such Seller Party, do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller Parties, (ii) subject to the matters referred to subsection (b) below, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give rise to, or result in a right of, acceleration, unilateral amendment or termination under, or result in the creation of any Lien on any property or asset of the Company, Seller or CDOC under, any Contract or (iii) subject to the matters referred to in subsection (b) below, (A) contravene any Applicable Law, (B) violate any order issued by, or any agreement with, or condition imposed by, any Governmental Entity or arbitrator binding upon Seller, the Company or CDOC, or (C) result in a breach or violation of any of the terms or conditions of, constitute a default under, otherwise cause an impairment or revocation of, any Permit of the Company, which in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Orderwould, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Governmental Entity or any other Person or Governmental Authority (other than the Bankruptcy Court) is required by or with respect to any Seller for Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, or the consummation by each the Seller Parties of the transactions contemplated thereby, except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 3.5 of the Seller Disclosure Schedule, (ii) the consents, approvals, authorizations, declarations, filings or notices set forth in Section 3.5 of the Seller Disclosure Schedule (each, a “Third Party Consent”) and (iii) other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, would not be material to the consummation of the transactions contemplated by this Agreement or by to the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any operation of the provisions hereof or thereofAcquired Business, except for (i) compliance with from and after the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectClosing.

Noncontravention; Consents. (a) SubjectSeller’s and each Asset Seller’s execution and delivery of this Agreement and the Ancillary Agreements does not or will not, Seller’s and the Asset Sellers’ performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, (i) violate the Organizational Documents of Seller or such Asset Seller, (ii) subject to making the Filings and obtaining the Consents contemplated by Section 2.3(b), violate any Law or (iii) except as set forth in Section 2.3(a)(iii) of the Seller Disclosure Schedule, breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a breach or default) under, result in the termination, cancellation or amendment of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the properties or assets of the Company or on any Transferred Assets under, (1) any Material Contract or (2) any other Transferred Contract, except in the case of clauses (i), (iiiii) and (iviii), as would not reasonably be expected to have, individually or in the entry aggregate, a Material Adverse Effect. (b) Assuming the truth and effectiveness accuracy of the Sale Approval Orderrepresentations and warranties of Buyer and Upper Holdings in Section 3.3(b), Seller’s and the execution, Asset Sellers’ respective execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is they are or will be a partyparty does not, Seller’s and the Asset Sellers’ performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebythereby shall not, do not require Seller, the Company or any Asset Seller to make any registration, declaration, notice, report, submission or other filing (ieach, a “Filing”) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach to, or to obtain any Consent of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofAuthority, except for (i) compliance with any Filings required by the applicable requirements Exchange Act, the Securities Act or the rules and regulations of any Antitrust Laws and the NYSE, (ii) such consent, waiver, approval, Order, Permit, qualification the HSR Clearance and Filings in connection therewith and (iii) for any Filing or authorization of, or declaration or filing with, or notification to, any Person or Governmental AuthorityConsent, the failure of which to be received make or made receive would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effectbe material to the Business or to prevent, materially delay or materially impede Seller’s or the Asset Sellers’ ability to consummate the transactions contemplated hereby.

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, execution nor delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller of the transactions contemplated hereby and thereby, do not does or will: (i) violate any Law to which violate, conflict with, or constitute a default under, the Purchased Assets are subjectrestated certificate of incorporation, as amended, or bylaws, as amended, of OPTA; or (ii) conflict with assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which OPTA or any of its assets or properties is subject, which violation has or would reasonably be expected to have a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the OPTA Disclosure Schedule, result in a violation or breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach of, or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including right of termination, acceleration or modification of, any material License); note, bond, mortgage, indenture, deed of trust, license, lease or (iv) result in the creation other agreement, instrument or imposition of any Encumbrance, other than obligation to which OPTA is a Permitted Encumbrance, upon the Purchased Assets, except for party or by which it or any of the foregoing in the case of clauses (i)its assets or properties is bound, (iii) and (iv)which default, that breach or other action has or would not reasonably be expected to have a Material Adverse Effect. (b) Subject to Except for the entry and effectiveness expiration or termination of the Sale Approval Orderapplicable waiting period under any applicable foreign competition laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or "Blue Sky" laws or regulations (the "Blue Sky laws") or any exchange upon which OPTA Shares are listed, and except for the filing and recordation of a certificate of merger, or if applicable, a certificate of ownership and merger, as required by the DGCL, there is no other consent, waiver, approval, Order, Permit, qualification order or authorization of, or declaration or filing with, or notification any permit from, or any notice to, any Person court or Governmental Authority (other than Entity required to be obtained by OPTA in connection with the Bankruptcy Court) is required by any Seller for execution of this Agreement and the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authorityhereby, the failure of which to be received or made obtain would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) The execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Confirmation Order or Sale Approval Order, as applicable) the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, do not (iA) violate any Law to which the Purchased Assets are Purchaser or its assets is subject; (iiB) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License)Purchaser; or (ivC) result in the creation create a breach, default, termination, cancellation or imposition acceleration of any Encumbrance, other than obligation of Purchaser under any Contract to which Purchaser is a Permitted Encumbrance, upon the Purchased Assetsparty or by which Purchaser or any of its assets or properties is bound or subject, except for any of the foregoing in the case cases of clauses (i), (iiiA) and (ivC), that would not reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby or thereby or to perform any of its obligations under this Agreement or any Ancillary Agreement to which it is a party (a “Purchaser Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no ”). No consent, waiver, approval, Order, Permit, qualification Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller Purchaser for the consummation by each Seller Purchaser of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller it is a party or the compliance by such Seller Purchaser with any of the provisions hereof or thereof, except for (iA) compliance with the applicable requirements of any Antitrust Laws and (iiB) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Noncontravention; Consents. The execution and delivery of this Agreement by such Investor does not, and the consummation of the transactions contemplated by this Agreement will not, (ai) Subjectconflict with any of the provisions of the governing documents of such Investor or the governing documents of any of its material Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, 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 on any property or asset of such Investor or any of its material Subsidiaries or (iii) subject to the matters referred to in the next sentence, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to such Investor or any of its material Subsidiaries, which, in the case of clauses (i), ii) and (iii) and (ivof this Section 5(c), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a an Investor Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no Effect on such Investor. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity, and no consent, approval or Governmental Authority (other than the Bankruptcy Court) authorization of any third party is required by or with respect to such Investor or any Seller for of its material Subsidiaries in connection with the execution, delivery and performance of this Agreement by such Investor or the consummation by each Seller such Investor of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby, except for (iA) compliance with the applicable requirements filing of any Antitrust Laws required premerger notification and report forms under the HSR Act, (B) any required Financial Services Consents and (iiC) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 4.3 of the failure Investor Disclosure Letter of which to be received or made would not reasonably be expected to have a Material Adverse Effectsuch Investor.

Noncontravention; Consents. (a) Subject, Except as disclosed in the case of clauses (i), (iii) and (iv), to the entry and effectiveness Section 3.5 of the Sale Approval OrderSeller Disclosure Schedule, the execution, execution and delivery and performance of the Transaction Agreements by each Seller of this Agreement Signatory that is or will be a party thereto, and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, by such Seller Signatory, do not and will not (i) violate conflict with any Law to which of the Purchased Assets are subject; provisions of the Organizational Documents of any of the Seller Signatories, (ii) subject to the matters referred to in the next sentence, conflict with or with, result in a breach of any provision or default (with or without notice or lapse of the Organizational Documents time or both) under, give rise to a right of such Seller; (iii) result in termination, acceleration or cancellation or a material breach or constitute a material default right to receive payment under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any property, upon the Purchased Assets, except for any asset or right of the foregoing Companies under, any Contract to which a Seller Signatory is a party, or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law in any material respect, which, in the case of clauses clause (i)ii) above, (iii) and (iv), that has had or would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third-party or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Signatory in connection with the execution and delivery of the Transaction Agreements by the Seller Signatories, or the consummation by each the Seller Signatories of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (iw) compliance with the applicable requirements filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any Antitrust Laws 1976 (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.5 of the Seller Disclosure Schedule, (iiy) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule (including any consents, qualification approvals, authorizations, declaration, filings or authorization ofnotices required for purposes of permitting AIC to provide the transitional services and to perform its other obligations and duties under the Transition Services Agreement) or (z) such other consents, approvals, authorizations, declarations, filings or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received notices that if not obtained or made would not not, individually or in the aggregate, reasonably be expected to have be material to the Companies, taken as a Material Adverse Effectwhole.

Noncontravention; Consents. 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 to which it is a party does not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party will not, (ai) Subjectviolate, conflict with any of the provisions its articles, bylaws or other constituent documents (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), give rise to a right of termination or acceleration, or result in the creation of any Lien on any property or asset of any Seller under, any agreement, permit, franchise, license or instrument to which any Seller is a party, or (iii) subject to the matters referred to in the next sentence, contravene any Law applicable to any Seller, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Seller Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification waiver or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity, and no consent, approval, waiver or Governmental Authority (other than the Bankruptcy Court) authorization of any third party, is required by or with respect to any Seller for in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party or the consummation by each any Seller of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, thereby except for (ia) compliance with the applicable requirements approvals, filings and notices required under the insurance Laws of any Antitrust Laws the jurisdictions set forth in Section 4.3(b) of the Sellers Disclosure Letter, and (iib) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 4.3(c) of the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSellers Disclosure Letter.

Noncontravention; Consents. Except for (a) Subjectfilings 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 by the Parent or the Purchaser, nor the consummation by the Parent or the Purchaser of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (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 or any Lien upon any property of the Parent or the Purchaser, or result in the breach of (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 their respective properties is bound or is subject or (iii) any agreement or commitment to which the Parent, the Purchaser or any of the Parent's Subsidiaries is a party or by which the Parent, the Purchaser or any of the Parent's Subsidiaries is subject, except, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Orderfor such matters which, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would are not reasonably be expected likely to have a Parent Material Adverse Effect. (b) Subject . The Parent has received all requisite approvals from the 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 entry Offer, the Merger and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effecthereby.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iiiExcept as set forth on Section 3.4(a) and (iv), to the entry and effectiveness of the Sale Approval OrderDisclosure Schedule, the execution, delivery and performance by each Seller of this Agreement, and each Other Transaction Agreement and the Ancillary Agreements to which it the Company or any Seller is or shall be a party, by the Company and (subject to the entry of the Sale Approval Order) Seller and the consummation by such Seller the Company and Sellers of the transactions contemplated hereby and thereby, do by each Other Transaction Agreement to which the Company or any Seller is or shall be a party does not and shall not (i) violate any Law to which the Purchased Assets are subject; (ii) contravene, conflict with or result in a any violation or breach of any provision Organizational Document of any Acquired Entity, (ii) subject to making or obtaining, as applicable, the Consents and Filings in Section 3.4(a) of the Organizational Documents Disclosure Schedule, contravene, conflict with or result in any violation or breach of such Seller; any Law or (iii) require any consent, approval or Permit of (each, a “Consent”), or any notice to or filing with (each, a “Filing”), any Person with respect to, result in a material any breach or violation of or constitute a material default (or an event which with or without notice or lapse of time or both would become a default) or result in the loss of a benefit or result in the imposition of an obligation under, give rise to any right of termination, cancellation, amendment or acceleration of, or of any right or obligation of any Acquired Entity under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of a Lien on any asset of any EncumbranceAcquired Entity under, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), A) Material Contract or (iiiB) and (iv), that would not reasonably be expected Permit held by any Acquired Entity or pursuant to have a Material Adverse Effectwhich any Acquired Entity or its properties or assets is subject. (b) Subject to the entry and effectiveness None of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification Sellers or authorization ofthe Acquired Entities is required to make any Filing with or to, or declaration to obtain any Consent from, any Governmental Entity prior to or filing withat the Closing in connection with the execution and delivery of this Agreement, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by Other Transaction Agreement to which any Seller for is or shall be a party, by the Sellers or the performance and consummation by each Seller the Sellers of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements any Other Transaction Agreement to which such any Seller is or shall be a party or the compliance by such Seller with any of the provisions hereof or thereofparty, except for the Filings and Consents listed in Section 3.4(b) of the Disclosure Schedule (i) compliance with the applicable requirements of any Antitrust Laws “Specified Filings and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSpecified Consents”).

Noncontravention; Consents. (a) SubjectEach of Upper Holdings’ and Buyer’s (or, in the case of clauses (i)the Local Buyers, (iii) and (iv), to the entry and effectiveness as of the Sale Approval OrderClosing, the execution, each such Local Buyer’s) execution and delivery hereof and performance by each Seller of this Agreement and the Ancillary Agreements to which it is they are or will be a partyparty does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebythereby shall not, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of Upper Holdings or Buyer (or any such Seller; Local Buyer, as of the Closing), (ii) subject to making the Filings and obtaining the Consents contemplated by Section 3.3(b), violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breach, result in a material breach or constitute a material default the loss of any benefit under, be a default (or create an event that, with or without notice or lapse of time, or both, would be a default) under, result in any Person the termination or cancellation of or give rise to a right to terminateof termination or cancellation under, cancel accelerate the performance required by, or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for Lien on any of the foregoing respective properties or assets of Upper Holdings or Buyer or their Subsidiaries under, any Contract to which Upper Holdings or Buyer or their Subsidiaries is a party or by which any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affected, in the each case of the foregoing clauses (i), (iiiii) and (iviii), that as would not reasonably be expected to have to, individually or in the aggregate, (A) result in a Buyer Material Adverse EffectEffect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Subject to the entry Upper Holdings’ and effectiveness Buyer’s respective execution and delivery hereof and of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or the compliance by such Seller with Buyer or any of the provisions hereof their Affiliates to make any Filing with or thereofto, or to obtain any Consent of, any Governmental Authority, except for the following: (iiii) compliance with the applicable requirements of any Antitrust Laws HSR Clearance and Filings in connection therewith; and (iiiv) such consent, waiver, approval, Order, Permit, qualification any Filing or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, Consent the failure of which to be received make or made receive would not reasonably be expected expected, individually or in the aggregate, to have a Buyer Material Adverse EffectEffect or to prevent, materially delay or materially impede Upper Holdings’ or Buyer’s or any of their Affiliates’ ability to consummate the transactions contemplated hereby.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the The execution, delivery and performance by each Seller of this Agreement and the each Ancillary Agreements Agreement to which it Buyer is a party, party and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, thereby by Buyer do not and shall not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a any breach of any provision of the Organizational Documents terms, conditions or provisions of such Seller; (including a breach due to the failure to notify or obtain the prior consent or waiver of any Person), (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), or (iii) result in a material breach require the notification, consent or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition waiver of any Encumbrance, other than a Permitted Encumbrance, upon Person (either with or without the Purchased Assets, except for any passage of the foregoing in the case time and giving of clauses (i), (iiinotice or both) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification under or authorization of, or declaration or filing with, or notification pursuant to, any Person Contract to which Buyer is bound, where such conflict, breach, default, or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of failure to give such notification or obtain such wavier or consent would materially and adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement or by the and such Ancillary Agreements Agreements. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which such Seller Buyer is party and the consummation of the transactions contemplated hereby and thereby by Buyer do not and shall not result in a violation of any Law or Order to which Buyer is bound or subject. (b) Buyer is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by Buyer of this Agreement or the consummation of the transactions contemplated hereby, and no consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by Buyer in connection with Seller’s execution, delivery and performance of this Agreement or the compliance consummation by such Seller with any Buyer of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby.

Noncontravention; Consents. (a) SubjectExcept as disclosed in Section 4.3(a) of the Buyer Disclosure Schedule, in the case of clauses or as may result from any facts or circumstances solely related to Seller or its Affiliates (ias opposed to any other third party), (iii) the execution and (iv), to the entry and effectiveness delivery of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party, party by Buyer and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate conflict with any Law to which of the Purchased Assets are subject; provisions of the Organizational Documents (including any resolutions or written consents of the board of directors, shareholders, general or limited partners, members or managers, as applicable) of Buyer, (ii) violate or conflict with any Applicable Law applicable to Buyer or by which it or any of its properties, assets or rights is bound or subject, or (iii) subject to the matters referred to in the next sentence, conflict with, result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or violation of, or constitute a material default (with or without notice or lapse of time, or both) under, give rise to any right of termination acceleration, impairment, alteration, or cancellation of, or result in rights to receive additional payment under, any other change of rights or obligations, the loss of benefits under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any right, upon the Purchased Assetsproperty or asset of Buyer under any material note, except for bond, mortgage, indenture or contract which Buyer is a party or by which any of the foregoing such assets or properties is bound, which, in the case of clauses (i), clause (iii) and (iv)above, that individually or in the aggregate, has had or would not reasonably be expected to have a Buyer Material Adverse Effect. (b) Subject to the entry and effectiveness Except as set forth in Section 4.3(b) of the Sale Approval OrderBuyer Disclosure Schedule, no or as may result from any facts or circumstances solely relating to Seller or its Affiliates (as opposed to any other third party), the execution and delivery by Buyer of this Agreement does not, and the performance by Buyer of, and the consummation by Buyer of the transactions contemplated by, this Agreement do not, require any consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity to be obtained or Governmental Authority (other than the Bankruptcy Court) is required made by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement Buyer or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of its Affiliates prior to the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectClosing.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval OrderExcept as set forth on Schedule 4.3, the execution, execution and delivery and performance by each the Seller of this Agreement and the Ancillary Agreements Documents to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such the Seller of the transactions contemplated hereby and thereby, do not not: (i) violate any Law to which the Purchased Assets are subject; , (ii) conflict with or result in a breach of any provision of the Organizational Documents certificate of such incorporation or bylaws of the Seller; , (iii) result in create a material breach breach, default, termination, cancellation or constitute a material default under, or create in acceleration of any Person the right to terminate, cancel or accelerate any material obligation of such the Seller pursuant to any material Purchased Contract (including any material License)Contracts; or (iv) result in the creation or imposition of any EncumbranceLien, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Subject to Except as set forth on Schedule 4.3 and except for (i) filings under any Antitrust Laws and the entry expiration of any applicable waiting periods thereunder and effectiveness (ii) the novation of the Sale Approval OrderGovernment Prime Contracts, no consentpermits, waiverconsents, approvalapprovals, Orderauthorizations, Permitqualifications or orders from, qualification Governmental Entities or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is third parties are required by any Seller for the consummation by each the Seller of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements Documents to which such the Seller is a party or the compliance by party, other than such Seller with any of the provisions hereof foregoing that, if not obtained or thereofmade, except for (i) compliance with would not, individually or in the applicable requirements of any Antitrust Laws and (ii) such consentaggregate, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectEffect or have a material adverse effect upon the Seller’s ability to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Documents to which the Seller is a party.

Noncontravention; Consents. Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated thereby by such Buyer Party do not and will not (ai) Subjectconflict with any of the provisions of the Organizational Documents of any Buyer Party, (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, 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 Buyer or any of its Subsidiaries under, any agreement, permit, license or instrument to which Buyer or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, would materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third party or other Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement thereby. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the purchase of the Shares or financing or operating the Company from and after the Closing) exists as of the date hereof that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be obtained to consummate the transactions contemplated by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectTransaction Agreements.

Noncontravention; Consents. (a) SubjectNeither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby does or will: (i) violate, breach, conflict with, or constitute a default under, the NEXA Organizational Documents or the organizational documents of any NEXA Subsidiary; (ii) result in the case creation of clauses any Encumbrance on any assets of NEXA or any NEXA Subsidiary; or (iii) assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to which NEXA, any NEXA subsidiary or any of their respective assets or properties is subject, which violation would have a Material Adverse Effect on NEXA or (B) except as disclosed on Schedule 2.5(a) of the NEXA Disclosure Schedule, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which NEXA or any NEXA Subsidiary is a party or by which it or any of their respective assets or properties is bound, which default, breach or other action would have a Material Adverse Effect on NEXA. (b) Except for (i) the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the merger control notification pursuant to the German Act against Restraints of Competition and (iii) the filing and (iv)recordation of a Certificate of Merger as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court, arbitral tribunal, administrative agency or commission or other governmental, regulatory or administrative authority required to be obtained by NEXA or any NEXA Subsidiary in connection with the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller execution of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made obtain would not reasonably be expected to have a Material Adverse EffectEffect on NEXA.

Noncontravention; Consents. (a) SubjectEach of Parent’s and Buyer’s execution and delivery hereof does not, their respective performance of and compliance with their respective covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, (i) violate the Organizational Documents of Parent or Buyer, (ii) subject to making the Filings and obtaining the Consents contemplated by Section 3.3(b), violate any Law or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancelation or amendment of or a right of termination, cancelation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the respective properties or assets of Parent or Buyer under, any Contract to which Parent or Buyer is a party or by which any asset of Parent or Buyer is bound or affected, and, in the case of the foregoing clauses (i), (iiiii) and (iviii), to the entry as would not and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on Parent’s or Buyer’s ability to comply with their respective covenants or agreements hereunder. (b) Subject to the entry Parent’s and effectiveness Buyer’s respective execution and delivery hereof does not, their respective performance of the Sale Approval Orderand compliance with their respective covenants and agreements hereunder shall not, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for and the consummation by each Seller of the transactions contemplated by this Agreement hereby shall not, require Parent or by the Ancillary Agreements Buyer to which such Seller is a party make any Filing with or the compliance by such Seller with to, or to obtain any of the provisions hereof or thereofConsent of, any Governmental Authority, except for the following: (i) compliance with any Filings required by the applicable requirements Exchange Act, the Securities Act or the rules and regulations of any Antitrust Laws and the NYSE; (ii) such consent, waiver, approval, Order, Permit, qualification the HSR Clearance and Filings in connection therewith; and (iii) any Filing or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, Consent the failure of which to be received make or made receive would not and would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effectprevent, materially delay or materially impede Parent’s or Buyer’s ability to consummate any transaction contemplated hereby.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the The execution, delivery and performance by each the Seller of this Agreement and the Ancillary Agreements to which it is a partyparty do not and will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Seller or any Seller Subsidiary under (i) the charter and bylaws, as amended, of the Seller or the comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Seller Subsidiary (PROVIDED, HOWEVER, that the Seller makes no representation or warranty regarding the necessity of any Joint Venture Consents), (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the Seller or any Seller Subsidiary or their respective properties or assets or (iii) subject to the entry governmental filings and other matters referred to in the following sentence, any Laws applicable to the Seller or any Seller Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or Encumbrances that either individually or in the aggregate would not (x) have a Seller Material Adverse Effect or (y) prevent the consummation of the Sale Approval Order) transactions contemplated by this Agreement. To the Knowledge of the Seller, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to the Seller or any Seller Subsidiary in connection with the execution and delivery of this Agreement by the Seller or the consummation by such the Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assetsby this Agreement, except for such filings as may be required in connection with the payment of any of Transfer and Gains Taxes, filings required under the foregoing Exchange Act, and such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in the case of clauses (i)SCHEDULE 3.05, (iii) and (iv)or which, that if not obtained or made, would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification prevent or authorization of, or declaration or filing with, or notification to, delay in any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for material respect the consummation by each Seller of any of the transactions contemplated by this Agreement or by otherwise prevent the Seller from performing its obligations under this Agreement or the Ancillary Agreements to which such in any material respect or have, individually or in the aggregate, a Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. 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 to which it is a party does not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party will not, (ai) Subjectviolate, conflict with any of the provisions its articles, bylaws or other constituent documents (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), give rise to a right of termination or acceleration, or result in the creation of any Lien on any property or asset of any Seller under, any agreement, permit, franchise, license or instrument to which any Seller is a party, or (iii) subject to the matters referred to in the next sentence, contravene any Law applicable to any Seller, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Seller Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification waiver or authorization of, or declaration or filing with, or notification notice to, any Person 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 Authority (other than the Bankruptcy Court) Entity”), and no consent, approval, waiver or authorization of any third party, is required by or with respect to any Seller for in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party or the consummation by each any Seller of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, thereby except for (ia) compliance with the applicable requirements approvals, filings and notices required under the insurance Laws of any Antitrust Laws the jurisdictions set forth in Section 3.3(b) of the Sellers Disclosure Letter, and (iib) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 3.3(c) of the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSellers Disclosure Letter.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the The execution, delivery and performance by each Seller of this Agreement and Agreement, the Ancillary Related Agreements to which it Buyer is or is to be a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, or thereby do not and will not, with or without the giving of notice or the passage of time or both (i) conflict with or result in any violation or default under Buyer’s Governing Documents, in each case as amended to date; (ii) violate any Law to or Order by which Buyer or its assets or properties are subject or otherwise bound, including the Purchased Assets are subjectCompetition and Consumer Xxx 0000 and the Foreign Acquisitions and Takeovers Xxx 0000 of the Commonwealth of Australia; or (iiiii) conflict with or result in a violation or breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or of, constitute a material default under, or create in give any Person party the right to terminate, cancel accelerate, or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); modify, or (iv) result in require the creation or imposition consent of any EncumbrancePerson under any Contract to which Buyer is a party, other than a Permitted Encumbrancesubject, upon the Purchased Assetsor otherwise bound, except for any of the foregoing in the each case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Orderprevent, no consent, waiver, approval, Order, Permit, qualification or authorization ofimpair, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for delay the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary ability of Buyer to perform its obligations under this Agreement or any Related Agreement. (b) The execution, delivery and performance of this Agreement, the Related Agreements to which such Seller Buyer is or is to be a party or party, and the compliance by such Seller with any consummation of the provisions hereof transactions contemplated hereby or thereof, except for (i) compliance with the applicable requirements of thereby will not require Buyer to obtain any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification Permit or authorization waiver of, or declaration declare or filing file with, or give notification to, any Person or (including any Governmental Authority), the failure of which to be received except for such Orders, Permits, waivers, declarations, filings and notifications which, if not obtained, made or made given would not reasonably be expected to have a Material Adverse Effectprevent, impair, or delay the consummation of the transactions contemplated by this Agreement or the ability of Buyer to perform its obligations under this Agreement or any Related Agreement.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the The execution, delivery and performance by each Seller of this Agreement and the each Ancillary Agreements Agreement to which it Seller is a party, party and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, thereby by Seller do not and shall not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a any breach of any provision of the Organizational Documents terms, conditions or provisions of such Seller; (including a breach due to the failure to notify or obtain the prior consent or waiver of any Person), (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a material breach or constitute a material default underthe creation of any Lien upon the Purchased Units, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in require the creation notification, consent or imposition waiver of any Encumbrance, other than a Permitted Encumbrance, upon Person (either with or without the Purchased Assets, except for any passage of the foregoing in the case time and giving of clauses (i), (iiinotice or both) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification under or authorization of, or declaration or filing with, or notification pursuant to, any Person Contract to which Seller is bound, where such conflict, breach, default, or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of failure to give such notification or obtain such waiver or consent would materially and adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement or by the and such Ancillary Agreements Agreements. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby by Seller do not and shall not result in a violation of any Law or Order to which Seller is bound or subject. (b) Seller is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by Seller of this Agreement or the compliance by such Seller with any consummation of the provisions hereof transactions contemplated hereby, and no consent, approval or thereof, except for (i) compliance with the applicable requirements authorization of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification Governmental Entity or authorization of, any other party or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which is required to be received obtained by Seller in connection with Seller’s execution, delivery and performance of this Agreement or made would not reasonably be expected to have a Material Adverse Effectthe consummation by Seller of the transactions contemplated hereby.

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, execution nor delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller of the transactions contemplated hereby and thereby, do not does or will: (i) violate any Law to which violate, conflict with, or constitute a default under, the Purchased Assets are subjectrestated certificate of incorporation, as amended, or bylaws, as amended, of OPTA; or Table of Contents (ii) conflict with assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which OPTA or any of its assets or properties is subject, which violation has or would reasonably be expected to have a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the OPTA Disclosure Schedule, result in a violation or breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach of, or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including right of termination, acceleration or modification of, any material License); note, bond, mortgage, indenture, deed of trust, license, lease or (iv) result in the creation other agreement, instrument or imposition of any Encumbrance, other than obligation to which OPTA is a Permitted Encumbrance, upon the Purchased Assets, except for party or by which it or any of the foregoing in the case of clauses (i)its assets or properties is bound, (iii) and (iv)which default, that breach or other action has or would not reasonably be expected to have a Material Adverse Effect. (b) Subject to Except for the entry and effectiveness expiration or termination of the Sale Approval Orderapplicable waiting period under any applicable foreign competition laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or “Blue Sky” laws or regulations (the “Blue Sky laws”) or any exchange upon which OPTA Shares are listed, and except for the filing and recordation of a certificate of merger, or if applicable, a certificate of ownership and merger, as required by the DGCL, there is no other consent, waiver, approval, Order, Permit, qualification order or authorization of, or declaration or filing with, or notification any permit from, or any notice to, any Person court or Governmental Authority (other than Entity required to be obtained by OPTA in connection with the Bankruptcy Court) is required by any Seller for execution of this Agreement and the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authorityhereby, the failure of which to be received or made obtain would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) SubjectExcept as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of this Agreement by Buyer and the other Transaction Agreements by each Buyer Party that is or will be a party thereto and the consummation of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (i) conflict with any of the provisions of the Organizational Documents of any Buyer Party, (ii) subject to the matters referred to in subsection (b) below, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give rise to a right of, acceleration, unilateral amendment or termination under, or result in the creation of any Lien on any property or asset of Buyer or any of its Subsidiaries under, any agreement, permit, license or instrument to which Buyer or any of its Subsidiaries is a party or (iii) subject to the matters referred to in subsection (b) below, (A) contravene any Applicable Law or (B) violate any order issued by, or any or any agreement with, or condition imposed by, any Governmental Entity or arbitrator binding upon Buyer which, in the case of clauses (i), ii) and (iii) and (iv)above, would, individually or in the aggregate, materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effecthereby. (b) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Governmental Entity or any other Person or Governmental Authority (other than the Bankruptcy Court) is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with the applicable requirements approvals, filings and notices required under the insurance laws of any Antitrust Laws the jurisdictions set forth in Section 4.3 of the Buyer Disclosure Schedule and (ii) such consentthe consents, waiverapprovals, authorizations, declarations, filings or notices set forth in Section 4.3 of the Buyer Disclosure Schedule. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the purchase of the Shares or financing or operating the Company after the Closing) exists that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, Order, Permit, qualification authorization or authorization of, or declaration or filing with, or notification to, consent of any Person or Governmental Authority, the failure of which Entity required to be received or made would not reasonably be expected obtained to have a Material Adverse Effectconsummate the transactions contemplated by the Transaction Agreements.

Noncontravention; Consents. 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 the consummation of the transactions contemplated by this Agreement and the other Transaction Documents including, without limitation, the issuance of the Convertible Shares or the issuance of Ordinary Shares upon conversion of the Convertible Shares will not, (ai) Subjectconflict with any of the provisions of the Memorandum of Association and Articles of Association of SRGL or the comparable organizational documents of any of its Subsidiaries 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), give rise to a right of termination or acceleration, or result in the creation of any Lien on any property or asset of SRGL or any of its Subsidiaries under, any agreement, permit, franchise, license or instrument to which 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 any Law applicable to SRGL or any of its Subsidiaries or any Special Purpose Vehicle, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a an SRGL Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person 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 Authority (other than the Bankruptcy Court) Entity"), and no consent, approval or authorization of any third party, is required by or with respect to SRGL or any Seller for of its Subsidiaries or any Special Purpose Vehicle in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation by each Seller SRGL of the transactions contemplated by this Agreement hereby or by thereby, including, without limitation, the Ancillary Agreements to which such Seller is a party issuance of the Convertible Shares or the compliance by such Seller with any issuance of Ordinary Shares upon conversion of the provisions hereof or thereof, Convertible Shares except for (ia) compliance with the applicable requirements filing of any 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 of the jurisdictions set forth in Section 3.5 of the SRGL Disclosure Letter, and (iic) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 3.5 of the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSRGL Disclosure Letter.

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, execution nor delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller of the transactions contemplated hereby and thereby, do not does or will: (i) violate any Law to which violate, conflict with, or constitute a default under, the Purchased Assets are subjectrestated certificate of incorporation, as amended, or bylaws, as amended, of OPTA; or (ii) conflict with assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which OPTA or any of its assets or properties is subject, which violation has or would reasonably be expected to have a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the OPTA Disclosure Schedule, result in a violation or breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach of, or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including right of termination, acceleration or modification of, any material License); note, bond, mortgage, indenture, deed of trust, license, lease or (iv) result in the creation other agreement, instrument or imposition of any Encumbrance, other than obligation to which OPTA is a Permitted Encumbrance, upon the Purchased Assets, except for party or by which it or any of the foregoing in the case of clauses (i)its assets or properties is bound, (iii) and (iv)which default, that breach or other action has or would not reasonably be expected to have a Material Adverse Effect. (b) Subject to Except for the entry and effectiveness expiration or termination of the Sale Approval Orderapplicable waiting period under any applicable foreign competition laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or “Blue Sky” laws or regulations (the “Blue Sky laws”) or any exchange upon which OPTA Shares are listed, and except for the filing and recordation of a certificate of merger, or if applicable, a certificate of ownership and merger, as required by the DGCL, there is no other consent, waiver, approval, Order, Permit, qualification order or authorization of, or declaration or filing with, or notification any permit from, or any notice to, any Person court or Governmental Authority (other than Entity required to be obtained by OPTA in connection with the Bankruptcy Court) is required by any Seller for execution of this Agreement and the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authorityhereby, the failure of which to be received or made obtain would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) Subject, Except as disclosed in the case of clauses (i), (iii) and (iv), to the entry and effectiveness Section 4.3 of the Sale Approval OrderBuyer Disclosure Schedule, the execution, execution and delivery and performance of the Transaction Agreements by each Seller of this Agreement Buyer Party that is or will be a party thereto and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, thereby by such Buyer Party do not and will not (i) violate conflict with any Law to which of the Purchased Assets are subject; provisions of the Organizational Documents of any Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with or with, result in a breach of any provision or default (with or without notice or lapse of the Organizational Documents of such Seller; (iiitime or both) result in a material breach or constitute a material default under, or create in give any Person contracting party the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); a payment, or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any property, upon the Purchased Assets, except for right or asset of Buyer or any of its Subsidiaries under, any material Contract to which Buyer or any of its Subsidiaries is a party or (iii) subject to the foregoing matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, that has had or would not reasonably be expected expected, individually or in the aggregate, to have a Buyer Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No material consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third party or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (iw) compliance with the applicable requirements filing required under the HSR Act, (x) the insurance law approvals, filings or notices as are set forth in Section 4.3 of any Antitrust Laws the Buyer Disclosure Schedule, (y) the such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Buyer Disclosure Schedule and (iiz) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received notices that if not obtained or made would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates exists that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be obtained to consummate the transactions contemplated by the Transaction Agreements.

Noncontravention; Consents. (a) Subject, Except as disclosed in the case of clauses (i), (iii) and (iv), to the entry and effectiveness Section 4.3 of the Sale Approval OrderBuyer Disclosure Schedule, the execution, execution and delivery and performance of the Transaction Agreements by each Seller of this Agreement Buyer Party that is or will be a party thereto, and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, thereby by such Buyer Party do not and will not (i) violate conflict with any Law to which of the Purchased Assets are subject; provisions of the Organizational Documents of any Buyer Party, (ii) subject to the matters referred to in the next sentence, conflict with or with, result in a breach of any provision or default (with or without notice or lapse of the Organizational Documents of such Seller; (iiitime or both) result in a material breach or constitute a material default under, or create in give any Person contracting party the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); payment under, or (iv) result in the creation or imposition of any Encumbrance, Lien (other than a Permitted EncumbranceLien) on any property, upon the Purchased Assets, except for asset or right of Buyer or any of its Subsidiaries under, any material Contract to which Buyer or any of its Subsidiaries is a party or (iii) subject to the foregoing matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, that has had or would not reasonably be expected expected, individually or in the aggregate, to have a Buyer Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person third party or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to any Seller for Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation by each Seller the Buyer Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (ix) compliance with the applicable requirements filing required under the HSR Act, (y) insurance law approvals, filings and notices set forth in Section 4.3 of any Antitrust Laws the Buyer Disclosure Schedule and (iiz) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of notices which to be received if not obtained or made would not reasonably be expected to have have, individually or in the aggregate, a Buyer Material Adverse Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the purchase of the Shares or financing or operating the Company after the Closing) exists that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be obtained to consummate the transactions contemplated by the Transaction Agreements.

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 the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party will not, (ai) Subjectconflict with any of the provisions of the governing documents of either of 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) give rise to a right of termination or acceleration under, or result in the creation of any Lien on any property or asset of any of the ING Companies under, any agreement, permit, franchise, license or instrument to which any of the ING Companies is a party or (iii) subject to the matters referred to in the next sentence, contravene any Law applicable to any of the ING Companies, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a an ING Companies Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity, and no consent, approval or Governmental Authority (other than the Bankruptcy Court) authorization of any third party is required by or with respect to any Seller for the consummation by each Seller of the transactions contemplated ING Companies in connection with the execution, delivery and performance by any of the ING Companies of this Agreement or by and the Ancillary Agreements other Transaction Documents to which such Seller it is a party or the compliance consummation by such Seller with any of the provisions hereof or thereofING Companies of any of the transactions contemplated hereby and thereby, except for (ia) compliance with the applicable requirements approvals, filings and notices required under the insurance Laws of any Antitrust Laws the jurisdictions set forth in Section 6.3 of the ING Companies Disclosure Letter and (iic) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 6.3 of the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectING Companies Disclosure Letter.

Noncontravention; Consents. Except with respect to (i) appropriate governmental reviews (including a joint filing of a voluntary notice to the Committee on Foreign Investment in the United States (“CFIUS”)) pursuant to the Exon-Xxxxxx Amendment to the Defense Production Act of 1950, as amended (“Exon-Xxxxxx”), and the expiration of any applicable waiting or review periods or the receipt of any required approvals in connection therewith; (ii) the novation of Government Contracts; and (iii) the notice required to be delivered by the Seller under Section 122.4(b) of the International Traffic in Arms Regulations (the “ITAR”): (a) Subject, in The execution and delivery by the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement Agreement, and by the Seller of the Ancillary Agreements Documents to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such the Seller of the transactions contemplated hereby and thereby, do not and will not: (i) violate any Law to which the Seller, the Business or the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents certificate of such incorporation or bylaws of the Seller; (iii) create a material breach, default, termination or cancellation or result in a material breach or constitute a material default under, or create in the acceleration of any Person the right to terminate, cancel or accelerate any material obligation of such the Seller pursuant to under any material Purchased Contract (including any material License)Material Contract; or (iv) result in the creation or imposition of any EncumbranceLien, other than a any Permitted EncumbranceLiens, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness No notices, permits, consents, approvals, authorizations, qualifications or orders of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is Entities are required by any Seller for the consummation by each the Seller of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements Documents to which such Seller it is a party or the compliance by party, other than such Seller with any of the provisions hereof foregoing that, if not given or thereofobtained, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the ability of the Seller to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Documents.

Noncontravention; Consents. Neither the execution, delivery or performanc e of this Agreement by Buyer or any of the Related Agreements to which Buyer is (or will be at Closing) a party, nor the consummation by Buyer of the transactions contemplated hereby or by the Related Agreements, will (with or without the giving of notice or the lapse of time, or both): (a) Subjectconflict with or violate any provision of the charter or bylaws or other organizational documents of Buyer; (b) require on the part of Buyer any filing with, notice to, exemption from, or any Permit, authorization, consent or approval of, any Governmental Entity with respect to the Acquired Assets, except for (i) complianc e by Buyer with the applicable requirements of the HSR Act and any other applicable Antitrust Laws, (ii) the Buyer Orphan Designation Letter, and (iii) the Buyer FDA Letter; (c) conflict with, violate or result in a breach of, constitute a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, require any notice, right of first offer or refusal, consent or waiver under, or result in the loss of any right or privilege under, any Contract to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except which do not, and would not reasonably be expected to, materially and adversely affect Buyer’s ability to consummate the transactions contemplated hereby; or (d) conflict with or violate any Order or Law or other restriction of any Governmental Entity applicable to Buyer or any of its properties or assets; except, in the case of clauses (i), b) through (iiid) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to Section 3.03, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Buyer Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

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 the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party will not, (ai) Subjectconflict with any of the provisions of the governing documents of such Investor or the governing documents of any of its material Subsidiaries, (ii) subject to the matters referred to in the next sentence, conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, 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 on any property or asset of such Investor or any of its material Subsidiaries or (iii) subject to the matters referred to in the next sentence, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to such Investor or any of its material Subsidiaries, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a an Investor Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no Effect on such Investor. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity, and no consent, approval or Governmental Authority (other than the Bankruptcy Court) authorization of any third party is required by or with respect to such Investor or any Seller for of its material Subsidiaries in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by such Investor or the consummation by each Seller such Investor of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (ia) compliance the filing of any required premerger notification and report forms under the HSR Act, (b) any required Financial Services Consents, (c) the filing of any listing applications or supplemental listing applications with the applicable requirements NYSE, (d) the filing of the Articles Supplementary with the State Department of Assessments and Taxation of Maryland, (e) the filing of any Antitrust Laws registration statements with the SEC as contemplated by the Transaction Documents and (iif) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 4.3 of the failure Investor Disclosure Letter of which to be received or made would not reasonably be expected to have a Material Adverse Effectsuch Investor.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) The Company’s execution and (iv), to the entry and effectiveness of the Sale Approval Orderdelivery hereof does not, the executionCompany’s performance of and compliance with its covenants and agreements hereunder shall not, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebyshall not, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; any Acquired Entity, (iiiii) result in a material breach or constitute a material default under, or create in any Person subject to making the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in Filings and obtaining the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (iConsents contemplated by Section 3.03(b), violate any Applicable Law (iii) except as would not and (iv), that would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect) or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancelation or amendment of or a right of termination, cancelation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the assets of the Acquired Entities under, any Contract to which any Acquired Entity is a party or any Acquired Entity’s assets are bound or affected (except, in the case of the foregoing clauses (ii) and (iii), as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect). (b) Subject to The Company’s execution and delivery hereof does not, the entry Company’s performance of and effectiveness of the Sale Approval Ordercompliance with its covenants and agreements hereunder shall not, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for and the consummation by each Seller of the transactions contemplated by this Agreement hereby shall not, require any Acquired Entity to make any registration, declaration, notice, report, petition, statement, application, submission or by the Ancillary Agreements other filing (each, a “Filing”) with or to, or to which such Seller is a party obtain any consent, approval, waiver, license, permit, franchise, registration, confirmation, authorization or the compliance by such Seller with Order (“Consent”) of, any of the provisions hereof or thereofGovernmental Authority, except for (i) compliance with the applicable requirements of HSR Act Clearance and any Antitrust Laws Filing required under the HSR Act in connection therewith and (ii) such consent, waiver, approval, Order, Permit, qualification any Filing or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, Consent the failure of which to be received make or made receive would not and would not reasonably be expected to have (A) prevent, materially delay or materially impede the Company’s ability to consummate any transaction contemplated hereby or (B) result in, individually or in the aggregate, a Material Adverse Effect.

Noncontravention; Consents. (a) SubjectThe execution, delivery and performance of this Agreement, and each Other Transaction Agreement to which such Buyer is or shall be a party, by such Buyer and the consummation by such Buyer of the Acquisition and the other transactions contemplated hereby and by each Other Transaction Agreement to which such Buyer is or shall be a party does not and shall not (i) contravene, conflict with or result in any violation or breach of any Organizational Document of such Buyer, (ii) subject to making or obtaining, as applicable, the Consents and Filings in Section 5.3(b) or such other Filings that may be made after the Closing, contravene, conflict with or result in any violation or breach of any Law or (iii) require any Consent of or Filing with or to any Third Party prior to or at the Closing with respect to, result in any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) or result in the loss of a benefit or result in the imposition of an obligation under, give rise to any right of termination, cancellation, amendment or acceleration of, or of any right or obligation of such Buyer under, or result in the creation of a Lien on any asset of such Buyer under, any (A) Contract to which such Buyer is a party or by which such Buyer or its properties or assets are bound or (B) Permit held by such Buyer or pursuant to which such Buyer or its properties or assets is subject, except, in the case of the foregoing clauses (i), (iiiii) and (iviii), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do as would not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Buyer Material Adverse Effect. (b) Subject Such Buyer is not required to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification make any Filing with or authorization ofto, or declaration to obtain any Consent from, any Governmental Entity prior to or filing withat the Closing in connection with the execution and delivery of this Agreement, or notification toany Other Transaction Agreement to which such Buyer is or shall be a party, any Person by such Buyer or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the performance and consummation by each Seller such Buyer of the transactions contemplated by this Agreement hereby or by the Ancillary Agreements any Other Transaction Agreement to which such Seller Buyer is or shall be a party or the compliance by such Seller with any of the provisions hereof or thereofparty, except for (i) compliance with the applicable requirements of any Antitrust Laws Specified Filings and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSpecified Consents.

Noncontravention; Consents. The execution and delivery by Buyer of this Agreement do not 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 by this Agreement will not (ai) Subjectconflict 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 by-laws of Buyer, (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 any approval, consent or other action under, give rise to a right of termination, amendment, acceleration or cancellation under, or result in the creation of any Lien on any property or asset of Buyer under any Contract to which 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 or Governmental Order applicable to Buyer, which, in the case of clauses (i), ii) and (iii) and (iv)above, would materially impair the ability of Buyer to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller consummate any of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no hereby. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by any Seller for or with respect to Buyer in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation by each Seller Buyer of any of the transactions contemplated hereby, except for (i) the filing requirement(s) applicable to the transactions contemplated by this Agreement under competition, antitrust or by similar Laws of Canada, (ii) the Ancillary Agreements approvals, filings and notices required under the Insurance Laws of the jurisdictions set forth in Section 4.3 of the Disclosure Schedule, (iii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Disclosure Schedule and (iv) such other consents, approvals, authorizations, declarations, filings or notices the failure to which such Seller is a party obtain or make which, in the compliance by such Seller with aggregate, would not materially impair the ability of Buyer to consummate any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby.

Noncontravention; Consents. (a) SubjectExcept as disclosed in Section 3.5(a) of the Seller Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated thereby by such Seller Party, do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller Parties, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach or violation of, or default (with or without notice or lapse of time or both) 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 any Acquired Company or, with respect to the Business, Seller or any of its Affiliates, or any acceleration of remedies, penalty or change in the terms under, or require the consent of any third party under, any Material Contract or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Orderwould, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority Entity (other than the Bankruptcy Courteach, a “Governmental Approval”) is required by or with respect to any Seller for Party, any Acquired Company or, with respect to the Business, Seller or any of its Affiliates, in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, or the consummation by each the Seller Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (ithe Governmental Approvals that are set forth in Section 3.5(b) compliance with of the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSeller Disclosure Schedule.

Noncontravention; Consents. (a) Subject, Subject to the receipt of the consents referred to in the case of clauses (iSection 4.2(b), (iii) neither the execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and or any of the Ancillary Agreements to which it is a partyby Seller, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller of the transactions contemplated hereby and thereby, do not will (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with Seller is subject or result in a breach of any provision of the Organizational Documents certificate of such Seller; limited partnership or Limited Partnership Agreement of Seller or (iiiii) result in a material breach or constitute a material default underviolation of, be in conflict with, constitute or create in any Person the right to terminate, cancel a default under or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, Lien upon the Purchased Assets, except for any of the foregoing Purchased Assets or the Optioned Assets, or result in a penalty or acceleration, or a right to terminate, materially modify or demand additional fees under, any agreement, contract, governmental permit, license, approval or commitment to which Seller or any of the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse EffectPurchased Assets or Optioned Assets is bound or subject. (b) Subject to Except as set forth on Schedule 4.2 and the entry and effectiveness approval required ------------ under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Sale Approval Order"HSR Act"), no consent, waiver, approval, Order, Permit, qualification order or authorization of, license or permit from, notice to or registration, declaration or filing with, any Governmental Entity or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) third party is required by any on the part of the Seller for Entities in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consentconsents, waiver, approval, Order, Permit, qualification orders or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.authorizations as

Noncontravention; Consents. (a) Subject, in Neither the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, execution nor delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller of the transactions contemplated hereby does or will: i. violate, conflict with, or constitute a default under, the Certificate of Incorporation, as amended, Bylaws, as amended or any governing document, of Xxxxx or any Xxxxx Subsidiary; or ii. assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and therebyall filings described therein have been made, do not (iA) violate any Law statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which the Purchased Assets Xxxxx, any Xxxxx Subsidiary or any of their assets or properties are subject; , which violation has had or would reasonably be expected to have a Material Adverse Effect or (iiB) conflict with or result except as set forth in a breach of any provision Section 3.5(a) of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, Xxxxx Disclosure Schedule and except for any of the foregoing in the case of clauses (i), (iii) as has not and (iv), that would not reasonably be expected to have a Material Adverse Effect, result in a violation or breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, acceleration or modification of, or result in the creation of any Lien upon any of the properties or assets owned or operated by Xxxxx or any Xxxxx Subsidiary under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Xxxxx or any Xxxxx Subsidiary under the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation, to which Xxxxx or any Xxxxx Subsidiary is a party or by which it or any of its assets or properties is bound. (b) Subject to Except for the entry and effectiveness expiration or termination of the Sale Approval Orderapplicable waiting period under the HSR Act, any applicable foreign competition Law in Germany and any other applicable foreign competition Laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, state securities or “Blue Sky” laws or regulations (the “Blue Sky laws”) or any exchange upon which Xxxxx Shares are listed, and except for the filing and recordation of a Certificate of Merger as required by the DGCL, there is no other consent, waiver, approval, Order, Permit, qualification order or authorization of, or declaration or filing with, or notification any permit from, or any notice to, any Person court or Governmental Authority (other than Entity or Person required to be obtained by Xxxxx or any Xxxxx Subsidiary in connection with the Bankruptcy Court) is required by any Seller for execution of this Agreement and the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authorityhereby, the failure of which to be received or made obtain would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. Except for (a) Subjectcertain filings and approvals necessary to comply with the applicable requirements of the Securities Act, in the case Securities Exchange Act and the "blue sky" laws and regulations of clauses various states, (ib) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of the Company 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 Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended (the "HSR Act"), (iiid) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (iv), e) the filing of a certificate of merger pursuant to the entry Delaware Act, neither the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and (subject to the entry of the Sale Approval Order) nor the consummation by such Seller the Company of the transactions contemplated hereby and therebyhereby, do not will constitute a violation of, be in conflict with, constitute or create (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in without notice or lapse of time or both) a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant give rise to any material Purchased Contract (including any material License); right of termination, cancellation, amendment or (iv) acceleration with respect to, or result in the creation or imposition of any Encumbrancelien, encumbrance, security interest or other than claim (a Permitted Encumbrance, "Lien") upon any property of the Purchased Assets, except for Company or any of its Subsidiaries pursuant to (i) the foregoing charter or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (i), ii) and (iii) and (iv)above, that for such matters which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) SubjectThe execution and delivery by such Purchaser Party or Investor B of this Agreement and all documents contemplated hereunder to be executed and delivered by such Purchaser Party or Investor B do not, and the consummation of the Transactions contemplated hereunder and thereunder and compliance by such Purchaser Party or Investor B with the provisions hereof and thereof will not, conflict with, or result in any violation of, or result in the creation of any Lien upon any of such Purchaser Party or Investor B’s assets under: (i) the Organizational Documents of such Purchaser Party or Investor B, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, management or other material agreement or instrument applicable to such Purchaser Party or Investor B, or (iii) any Laws applicable to such Purchaser Party and Investor B, other than, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; clause (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach ), any such conflicts, violations or constitute a material default under, Liens that individually or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval OrderExcept as set forth in Schedule 4.2(b), no consent, waiver, approval, Order, Permit, qualification order or authorization of, or registration, declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by under (i) any Seller for the consummation by each Seller of the transactions contemplated by this Agreement terms, conditions or provisions of any Law applicable to any Purchaser Party and Investor B or by the Ancillary Agreements which any of their respective properties or assets may be bound, or (ii) any Contract to which such Seller any Purchaser Party or Investor B is a party or by which any of them or any of their respective assets or properties may be bound, in connection with the compliance execution and delivery by such Seller with any Purchaser Party and Investor B of this Agreement and all documents contemplated hereunder or the consummation by such Purchaser Party and Investor B of the provisions hereof or thereofTransactions, except for (iA) compliance with any filing required to effect the applicable requirements of any Antitrust Laws Transactions described in Section 5.6, and (iiB) such consentother consents, waiverapprovals, approvalorders, Orderauthorizations, Permitregistrations, qualification declarations and filings which, if not obtained or authorization ofmade, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Purchaser Material Adverse Effect.

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 the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party will not, (ai) Subjectconflict with any of the provisions of the governing documents of such Investor or the 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) give rise to a right of termination or acceleration under, or result in the creation of any Lien on any property or asset of such Investor or any of its Subsidiaries under, any agreement, permit, franchise, license or instrument to which such Investor or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene any Law applicable to such Investor or any of its Subsidiaries, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a an Investor Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no Effect on such Investor. No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity, and no consent, approval or Governmental Authority (other than the Bankruptcy Court) authorization of any third party is required by or with respect to such Investor or any Seller for of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by such Investor or the consummation by each Seller such Investor of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (ia) compliance with the applicable requirements filing of any Antitrust 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 of the jurisdictions set forth in Section 4.3 of the Investor Disclosure Letter of such Investor, and (iic) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permit, qualification filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices as are set forth in Section 4.3 of the failure Investor Disclosure Letter of which to be received or made would not reasonably be expected to have a Material Adverse Effectsuch Investor.

Noncontravention; Consents. (a) SubjectExcept as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of the Transaction Agreements by the Company, Seller or an Affiliate of Seller that is or will be a party thereto and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with any of the provisions of the Organizational Documents of the Acquired Companies, Seller or an Affiliate of Seller, (ii) violate any Applicable Law applicable to the Acquired Companies, Seller or an Affiliate of Seller or by which any of them or any of their respective properties, assets or rights is bound or subject, or (iii) subject to the matters referred to in the next sentence, conflict with, result in a breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, give rise to any right of termination acceleration, impairment, alteration, or cancellation of, or result in rights to receive additional payment under, any other change of rights or obligations or the loss of benefits under, or result in the creation of any Lien (other than a Permitted Lien) on any right, property or asset of any Acquired Company, Seller or an Affiliate of Seller under any material note, bond, mortgage, indenture or contract which the Acquired Companies, Seller or an Affiliate of Seller is a party or by which any of such assets or properties is bound, which, in the case of clauses (i), clause (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do would not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification notice to, any Person Governmental Entity is or Governmental Authority (other than the Bankruptcy Court) is will be required by any or with respect to the Acquired Companies, Seller for or an Affiliate of Seller in connection with the execution and delivery of the Transaction Agreements by the Company, Seller or an Affiliate of Seller or the consummation by each Company, Seller or an Affiliate of Seller of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofthereby, except for (i) compliance with the applicable requirements approvals, filings, and notices set forth in Section 3.5 of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse EffectSeller Disclosure Schedule.

Noncontravention; Consents. (a) SubjectSuch Seller’s execution and delivery hereof does not, in the case its performance of clauses (i)and compliance with its covenants and agreements hereunder shall not, (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebyshall not, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; , (ii) subject to making the Filings and obtaining the Consents contemplated by Section 5.03(b), violate any Applicable Law or (iii) breach, result in a material breach or constitute a material default the loss of any benefit under, be a default (or create an event that, with or without notice or lapse of time, or both, would be a default) under, result in any Person the termination, cancelation or amendment of or a right to terminateof termination, cancel cancelation or amendment under, accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); the performance required by, or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for Lien on any of the foregoing in the case respective assets of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification tosuch Seller under, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements Contract to which such Seller is a party or the compliance by which any asset of such Seller with any is bound or affected, and, except in the case of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and foregoing clauses (ii) such consentand (iii), waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made as would not and would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on such Seller’s ability to comply with their respective covenants or agreements hereunder. (b) Such Seller’s execution and delivery hereof does not, its performance of and compliance with their respective covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, require such Seller to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the HSR Act Clearance and any Filing required under the HSR Act in connection therewith and except for any Filing or Consent the failure of which to make or receive would not and would not reasonably be expected to prevent, materially delay or materially impede such Seller’s ability to consummate any transaction contemplated hereby.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) The execution and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will be a partyparty at or prior to the Closing, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and therebythereby by Seller, do not and will not, except as set forth in Section 3.2 of the Seller Disclosure Schedule, (i) violate conflict with any Law to which of the Purchased Assets are subject; provisions of the Organizational Documents of Seller or of any Title Plant, (ii) conflict with or with, result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, acceleration, or modification or loss of any provision of the Organizational Documents of such Seller; benefit under, any Contract, Permit, or other instrument to which Seller is a party, (iii) assuming the accuracy of the representations and warranties made in Section 4.3(a) (other than Section 4.3(a)(iii)), contravene any Applicable Law applicable to Seller, the Purchased Assets (including the Title Plants) or the Assumed Liabilities, (iv) conflict with, result in a material breach or constitute a material violation of, or default under, any Order applicable to Seller, the Business, or create in any Person of the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract Assets (including any material Licensethe Title Plants); , or (ivv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for Lien on any of the foregoing Purchased Assets (including the Title Plants), except, in the case of clauses clause (i)ii) above, (iii) and (iv), that any such items which would not reasonably be expected to have a Material Adverse Effectbe material to the Business. (b) Subject to the entry and effectiveness of the Sale Approval OrderNo consent, no consentapproval, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification notice to, or payment to any Person or Governmental Authority (other than the Bankruptcy Court) Entity is required by or with respect to Seller or any Seller for Title Plant in connection with Seller’s execution and delivery of this Agreement or any Transaction Document to which it is or will be a party at or prior to the Closing or the consummation by each Seller of any of the transactions contemplated hereby or thereby, except for consents, approvals, authorizations, declarations, filings or notices which failure to obtain or make would not reasonably be expected to, individually or in the aggregate, prevent, delay in any material respect or impede in any material respect the performance by Seller of its obligations under, and to consummate the transactions contemplated by, this Agreement. (c) The execution and delivery by Doma Corporate of this Agreement or by the Ancillary Agreements and each Transaction Document to which such Seller it is or will be a party at or prior to the compliance Closing, and the consummation of the transactions contemplated hereby and thereby by such Seller Doma Corporate, do not and will not, (i) conflict with any of the provisions hereof or thereofof the Organizational Documents of Doma Corporate, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, acceleration, or modification or loss of any benefit under, any Contract, Permit, or other instrument to which Doma Corporate is a party, (iii) assuming the accuracy of the representations and warranties made in Section 4.3(a) (other than Section 4.3(a)(iii)(A)), contravene any Applicable Law applicable to Doma Corporate, (iv) conflict with, result in a breach or violation of, or default under, any Order applicable to Doma Corporate, or (v) result in the creation or imposition of any Lien on any of the Purchased Assets (including the Title Plants), except, in the case of clause (ii) above, any such items which would not reasonably be expected to be material to the Business. (d) No consent, approval, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification notice to, or payment to any Person Governmental Entity is required by or Governmental Authoritywith respect to Doma Corporate in connection with Doma Corporate’s execution and delivery of this Agreement or any Transaction Document to which it is or will be a party at or prior to the Closing or the consummation by Doma Corporate of any of the transactions contemplated hereby or thereby, the except for consents, approvals, authorizations, declarations, filings or notices which failure of which to be received obtain or made make would not reasonably be expected to, individually or in the aggregate, prevent, delay in any material respect or impede in any material respect the performance by Xxxx Corporate of its obligations under, and to have a Material Adverse Effectconsummate the transactions contemplated by, this Agreement.

Noncontravention; Consents. (a) SubjectThe execution, delivery and performance of this Agreement, and each Other Transaction Agreement to which such Seller is or shall be a party, by such Seller and the consummation by such Seller of the Acquisition and the other transactions contemplated hereby and by each Other Transaction Agreement to which such Seller is or shall be a party does not and shall not (i) if applicable, contravene, conflict with or result in any violation or breach of any Organizational Document of such Seller, (ii) subject to making or obtaining, as applicable, the Consents and Filings in Section 4.4(b) or such other Filings that may be made after the Closing, contravene, conflict with or result in any violation or breach of any Law or (iii) require any Consent of or Filing with or to any Third Party prior to or at the Closing with respect to, result in any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) or result in the loss of a benefit or result in the imposition of an obligation under, give rise to any right of termination, cancellation, amendment or acceleration of, or of any right or obligation of such Seller under, or result in the creation of a Lien on any asset of such Seller under, any (A) Contract to which such Seller is a party or by which such Seller or its properties or assets are bound or (B) Permit held by such Seller or pursuant to which such Seller or its properties or assets is subject, except, in the case of the foregoing clauses (i), (iiiii) and (iviii), as would not result in a Material Adverse Effect. (b) Such Seller is not required to make any Filing with or to, or to obtain any Consent from, any Governmental Entity prior to or at the entry Closing in connection with the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement, or any Other Transaction Agreement and the Ancillary Agreements to which it such Seller is or shall be a party, by such Seller or the performance and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate or by any Law Other Transaction Agreement to which such Seller is or shall be a party, except for the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; Specified Filings and Specified Consents, and (iii) any Filing or Consent the failure of which to make or obtain would not result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness None of the Sale Approval Orderexecution, delivery and performance of this Agreement by Seller, the execution, delivery and performance by each Seller and its Affiliates of this Agreement and the Ancillary Agreements or the Module Purchase Orders to which it is or will be a party, and (subject to or the entry consummation of the Sale Approval Order) the consummation by such Seller of Transactions or the transactions contemplated hereby and therebyby the Ancillary Agreements or the Module Purchase Orders by Seller, do not does or will, (i) violate any Law to which the Purchased Assets are subject; (ii) violate, conflict with or result in a the breach of any provision of the Organizational Documents of such SellerSeller or any Acquired Company; (ii) subject to making or obtaining, as applicable, the Consents and Filings referenced in Section 3.4(b) and Section 4.3(b), violate, conflict with or result in the breach of any applicable Law or Order applicable to Seller or any of its Affiliates, FS Development Platform or any of the Acquired Companies; or (iii) result in (A) other than Third-Party Consents, require any consent, approval, exemption, waiver, authorization or other material action (each, a material breach or constitute a material default “Consent”) under, or create in any notice or filing (each, a “Filing”) to or with, any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License)that is not a Governmental Authority; or (ivB) violate, result in any breach of or, with or without notice or lapse of time or both, constitute a default or give rise to any right of termination, cancellation, suspension, revocation, amendment or acceleration of, or result in the creation of a Lien on any asset, property, or imposition business of Seller or any Acquired Company under, any Contract, Permit or other instrument or arrangement of Seller or any Acquired Company, or which will be a Contract, Permit or other instrument or arrangement of any EncumbranceAcquired Company after giving effect to the Reorganization, other than a Permitted Encumbranceexcept, upon the Purchased Assets, except for any of the foregoing in the case of the foregoing clauses (iii) and (iii), as have not been or would not, individually or in the aggregate, reasonably be expected to be material to the FS Development Platform and the Acquired Companies, taken as a whole. (b) None of the execution, delivery and performance of this Agreement by Seller, the execution, delivery and performance by Seller and its Affiliates of the Ancillary Agreements or the Module Purchase Orders to which it is or will be a party, or the consummation of the Transactions or the transactions contemplated by the Ancillary Agreements or the Module Purchase Orders by Seller, does or will, require any Filing with or to, or to obtain any Consent from, any Governmental Authority, except: (i) as set forth on Section 3.4(b)(i) of the Seller Disclosure Schedule; (ii) the HSR Clearance and compliance with, and Filings under, the HSR Act; (iii) and those Filings in respect of the FERC Approval; (iv)) those Filings in respect of the CFIUS Clearance; (v) any Filing required by the Securities Act or the Exchange Act; and (vi) any Filing or Consent, that the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect. (b) Subject be, individually or in the aggregate, material to the entry FS Development Platform and effectiveness of the Sale Approval OrderAcquired Companies, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is taken as a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effectwhole.

Noncontravention; Consents. (a) SubjectExcept as set forth in Schedule 3.2(a) and except for ROFRs in existing Leases, and assuming receipt of the consents described in Schedule 3.2(b), the execution and delivery by each Seller Party of this Agreement and all documents contemplated hereunder to be executed and delivered by the Seller Parties do not, and the consummation of the Transactions contemplated hereunder and thereunder and compliance by the Seller Parties with the provisions hereof and thereof will not conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation or acceleration of, any material contractual obligation (including any right of any third party to purchase or be offered the opportunity to purchase any Property as a condition to the Transactions), or to a material loss of a benefit under, or result in the creation of any Lien upon any of the Properties under: (i) the Organizational Documents of any Seller Party, (ii) any Contract to which a Seller Party is a party or by which any of its properties or assets (including the Properties) are bound, or (iii) any judgment, order, decree, statute, law, including the common law, ordinance, rule or regulation (collectively, “Laws”) applicable to any Seller Party or the Properties, other than, in the case of clauses (i), (iii) and (iv), to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; clause (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a ), any such conflicts, violations, defaults, terminations, cancellations, accelerations, material breach losses or constitute a material default underLiens that, individually or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. In respect of the Transaction, at the Closing of a Property, any applicable ROFR in respect of which any Person has the right to receive an offer to purchase such Property will have expired pursuant to its terms or have been waived by such Person. (b) Subject to In connection with the entry execution and effectiveness delivery of this Agreement and the Sale Approval Orderother Transactions contemplated by this Agreement, as applicable, no consent, waiver, approval, Order, Permit, qualification order or authorization of, or registration, declaration or filing with, any federal, state or notification tolocal government or any court, any Person administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Authority (Entity”) or other than the Bankruptcy Court) Person, is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with (i) under any of the terms, conditions or provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and Law applicable to any Seller Party, or (ii) except for such consentother consents, waiverapprovals, approvalorders, Orderauthorizations, Permitregistrations, qualification declarations and filings (A) as are set forth in Schedule 3.2(b) or authorization of(B) which, if not obtained or declaration made, would not, individually or filing within the aggregate, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. (a) SubjectThe execution and delivery by each Seller Party of this Agreement and all documents contemplated hereunder to be executed and delivered by each Seller Party do not, and the consummation of the Transactions contemplated hereunder and thereunder and compliance by each Seller Party with the provisions hereof and thereof will not conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, give rise to a right of termination, cancellation or acceleration of, any material contractual obligation (including any right of any third party to purchase or be offered the opportunity to purchase the Property as a condition to the Transactions), or to a material loss of a benefit under, or result in the case creation of clauses any Lien upon the Membership Interests, the Property or any other asset of the Company under: (i)) the Organizational Documents of such Seller Party or the Company, (ii) any Contract to which such Seller Party or the Company is a party or by which its properties or assets are bound, (iii) and any Services Contract or Lease to which the Company is a party or by which the Property is bound, or (iv)) any judgment, order, decree, statute, law, including the common law, ordinance, rule or regulation (collectively, “Laws”) applicable to such Seller Party or the entry Company or the Property. (b) In connection with the execution and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a partyTransactions contemplated by this Agreement, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Orderas applicable, no consent, waiver, approval, Order, Permit, qualification order or authorization of, or registration, declaration or filing with, any federal, state or notification tolocal government or any court, any Person administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Authority (Entity”) or other than the Bankruptcy Court) Person, is required by (i) under any Seller for the consummation by each Seller of the transactions contemplated by this Agreement terms, conditions or by provisions of any Law applicable to such Seller Party or the Ancillary Agreements Company, or (ii) under any Contract to which such a Seller Party or the Company is a party or by which the compliance by such Seller with Company or any of the provisions hereof its assets or thereofproperties may be bound, except for (i) compliance in connection with the applicable requirements execution and delivery by Seller Parties of any Antitrust Laws this Agreement and (ii) such consent, waiver, approval, Order, Permit, qualification all documents contemplated hereunder or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure consummation by Seller Parties of which to be received or made would not reasonably be expected to have a Material Adverse Effectthe Transactions.

Noncontravention; Consents. The execution and delivery of this Agreement does not, and the Seller Closing Documents and consummation of the transactions contemplated by this Agreement and the Seller Closing Documents will not, (ai) Subjectconflict with any of the provisions of the articles of incorporation or code of regulations of Seller, the Company or any other party thereto (other than Buyer, if applicable), (ii) subject to obtaining the approvals as set forth in Section 3.1(e) of the Disclosure Schedule, conflict with, or result in a breach or default under, any law, Permit or order of any Governmental Entity to which the Seller, the Company or any other party thereto (other than Buyer, if applicable) is a party or by which any of their respective properties or assets are bound or affected, which, in the case of clauses clause (iii), (iii) and (iv), would have a material adverse effect on the ability of Seller to the entry and effectiveness of the Sale Approval Order, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of effectuate the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with hereunder or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Company Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no . No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or a Governmental Authority (other than the Bankruptcy Court) Entity, is required (i) by any or with respect to Seller for in connection with the execution and delivery of this Agreement or the consummation by each Seller of the transactions contemplated hereby, or (ii) by this Agreement or by with respect to Seller, the Ancillary Agreements to which such Company or any other party (other than Buyer, if applicable) in connection with the execution and delivery of the Seller is a party Closing Documents or the compliance by such Seller with any consummation of the provisions hereof or thereoftransactions contemplated thereby, except for except, with respect to both clauses (i) compliance with the applicable requirements of any Antitrust Laws and (ii), for (A) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 3.1(e) of the Disclosure Schedule, (B) such consentother consents, waiverapprovals, approvalauthorizations, Orderdeclarations, Permitfilings or notices as are set forth in Section 3.1(e) of the Disclosure Schedule, qualification and (C) such other consents, approvals, authorizations, declarations, filings or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, notices the failure of which to be received obtained or made would not reasonably be expected to have a material adverse effect on the ability of Seller to effectuate the transactions hereunder or a Company Material Adverse Effect. Seller has no reason to believe that it and its Affiliates (including the Company) will not be able to obtain as promptly as practicable all necessary approvals, authorizations and consents of Governmental Entities required to be obtained to consummate the transactions contemplated by this Agreement.

Noncontravention; Consents. (a) SubjectExcept as disclosed in Section ‎3.5(a) of the Seller Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated hereby and thereby by such Seller Party, do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller Parties, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach or violation of, or default (with or without notice or lapse of time or both) under, give the counterparty thereunder the right to terminate, cancel, accelerate or receive any payment under, or result in the creation of any Lien (other than Permitted Liens) on any property, asset or right of any Acquired Company or, with respect to the Business, Seller or any of its Affiliates, or any acceleration of remedies, penalty or change in the terms under, or require the consent of any third party under, any Material Contract or (iii) subject to the matters referred to in Section ‎3.5(b), contravene any Applicable Law, which, in the case of clauses (i), ii) and (iii) and (iv)above, to the entry and effectiveness of the Sale Approval Orderwould, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate any Law to which the Purchased Assets are subject; (ii) conflict with individually or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default under, or create in any Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbranceaggregate, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not reasonably be expected to have a Material Adverse Effect. (b) Subject to the entry and effectiveness of the Sale Approval Order, no No consent, waiver, approval, Order, Permit, qualification approval or authorization of, or declaration or filing with, or notification notice to, any Person or Governmental Authority Entity (other than the Bankruptcy Courteach, a “Governmental Approval”) is required by or with respect to any Seller for Party, any Acquired Company or, with respect to the Business, Seller or any of its Affiliates, in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Seller Parties, or the consummation by each the Seller Parties of any of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereofhereby and thereby, except for (i) compliance with the applicable requirements Governmental Approvals that are set forth in Section ‎3.5(b) of any Antitrust Laws the Seller Disclosure Schedule and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or other Governmental Authority, the failure of which to be received Approvals that if not obtained or made would not reasonably be expected not, in the aggregate, impair the ability of the Seller Parties to have a Material Adverse Effectconsummate any of the transactions contemplated hereby.

Noncontravention; Consents. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (ai), assuming the filing of the Certificate of Amendment as contemplated by Section 2.3, violate any provision of the charter or bylaws of any of Company and its Subsidiaries or (ii), assuming compliance with the matters referred to in the next sentence of this Section 3.3, (A) Subjectviolate any Laws or Governmental Order to which any of Company and its Subsidiaries is subject or (B) with or without notice, lapse of time or both, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which any of Company and its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except, in the case of clauses clause (iii), such violation, breach, default, acceleration or other change that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company. Except for (iiia) any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the Company Disclosure Letter, in each case as required by applicable Laws, (b) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the Delaware Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, and (iv), to the entry and effectiveness c) any other third party approvals as are reflected in Section 3.3 of the Sale Approval OrderCompany Disclosure Letter, including with respect to any Computer Software program and databases (other than commercial, non-exclusive end-user licenses having a total consideration, with respect to each license, of less than $50,000), the execution, delivery and performance by each Seller Company of this Agreement and the Ancillary Agreements to which it is a party, and (subject to the entry of the Sale Approval Order) the consummation by such Seller of the transactions contemplated hereby and thereby, do not (i) violate require any Law to which the Purchased Assets are subject; (ii) conflict with consents, waivers, authorizations or result in a breach of any provision of the Organizational Documents of such Seller; (iii) result in a material breach or constitute a material default underapprovals of, or create in filings with, any Governmental Entity or any other third Person the right to terminate, cancel or accelerate any material obligation of such Seller pursuant to any material Purchased Contract (including any material License); or (iv) result in the creation or imposition of any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets, except for any of those that the foregoing in the case of clauses (i), (iii) and (iv), that failure to make or obtain would not reasonably be expected to have a Material Adverse EffectEffect on Company. (b) Subject to the entry and effectiveness of the Sale Approval Order, no consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority (other than the Bankruptcy Court) is required by any Seller for the consummation by each Seller of the transactions contemplated by this Agreement or by the Ancillary Agreements to which such Seller is a party or the compliance by such Seller with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any Antitrust Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority, the failure of which to be received or made would not reasonably be expected to have a Material Adverse Effect.