Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. The execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby by such Buyer Party will not (a) conflict 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 -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party under, any material Contract to which any Buyer Party is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, except, in the case of clauses (b) and (c) above, 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 on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material 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 by Buyer each of Seller, the Company and each Buyer Party applicable Company Subsidiary of this Agreement and the other Transaction Agreements by to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby by such Buyer Party thereby, will not (a) conflict with any of the provisions of the -21- Organizational Documents of any Buyer PartySeller or the Company, (b) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, modify, cancel or accelerate or receive any payment payment, or provide its consent, under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party Seller, or the Company or the Company Subsidiaries, or the Company Business, as applicable, under, any material Contract to which any Buyer Party such Person is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable LawLaw applicable to Seller, or the Company or the Company Subsidiaries, as applicable, except, in the case of clauses (b) and (c) above), as (iI) has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect 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 (iiIII) would not reasonably be expected to have a material adverse effect on the ability of Buyer Seller, the Company and the Buyer PartiesCompany Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any Buyer Party Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Agreements by Seller or the Buyer Parties Company, as applicable, or the consummation by Seller or the Buyer Parties of any Company, as applicable, of the transactions contemplated hereby and thereby, except for (i) for the filing required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) for filings with the SEC, (iii) consents, approvals, authorizations, declarations, filings or notices in connection with the Separation and (iv) such other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, have not had and would not reasonably be expected to (A) have, individually or in the aggregate, a Buyer Material Adverse Effect and Effect, (iiiB) as has not had and would not reasonably be expected 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 Buyer Seller, the Company and the Buyer PartiesCompany Subsidiaries, as applicable, to perform their obligations under the Transaction Agreements.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it that is or will be a party, party thereto and the consummation of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (a) conflict 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 -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right to terminate, cancel or accelerate any payment of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property, property or asset of Buyer or right any of any Buyer Party its Subsidiaries under, any material Contract agreement, permit, license or instrument to which Buyer or any Buyer Party of its Subsidiaries is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (b) and (c) above, 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 on materially impair the ability of Buyer and to consummate any of the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementstransactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under approvals, filings and notices set forth in Section 4.3 of the HSR Act, (ii) for Buyer Disclosure Schedule and such other consents, approvals, authorizations, declarations, filings or notices that, which if not obtained or mademade would not, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on materially impair the ability of Buyer and to consummate any of the transactions contemplated hereby. To the Knowledge of Buyer, no fact or circumstance relating to Buyer Partiesor 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, as applicable, unable promptly to perform their obligations under 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 Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it each Seller Party that is or will be a partyparty thereto, and the consummation of the transactions contemplated hereby and thereby by such Buyer Party Seller Party, do not and will not (a) conflict with any of the provisions of the Organizational Documents of any Buyer Partyof the Seller Parties or any of the Transferred Companies, (b) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right to terminate, cancel or accelerate any payment of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property, property or asset or right of any Buyer Party the Transferred Companies under, any material Contract to which any Buyer Party is a party Contract, or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (b) and (c) above, as (i) has not had and would not reasonably be expected to havewould, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsMaterial Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any Buyer Seller Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties Seller Parties, or the consummation by the Buyer Seller Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under approvals, filings and notices set forth in Section 3.5 of the HSR Act, (ii) for Seller Disclosure Schedule and such other consents, approvals, authorizations, declarations, filings or notices that, that if not obtained or made, made would not reasonably be expected to havenot, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsMaterial Adverse Effect.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of 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"), (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery by Buyer and each Buyer Party of this Agreement and by the other Transaction Agreements by to which it is or will be a partyCompany, and nor the consummation by the Company of the transactions contemplated hereby and thereby by such Buyer Party hereby, will not (a) conflict with any of the provisions of the Organizational Documents of any Buyer Partyconstitute a violation of, (b) subject to the matters referred to be in the next sentence, conflict with, result in -28- a breach of constitute or default create (with or without notice or lapse of time or both) a default under, give rise to any contracting party the right to terminateof termination, cancel cancellation, amendment or accelerate any payment underacceleration with respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (other than a Permitted "Lien") on upon any propertyproperty of the Company or any of its Subsidiaries pursuant to (i) the charter or bylaws of the Company or any of its Subsidiaries, asset (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or right of any Buyer Party under, any material Contract decree to which the Company or any Buyer Party of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries is a party or (c) subject to by which the matters referred to in the next sentenceCompany, contravene any Applicable Lawof its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (bii) and (ciii) above, as (i) has not had and would not reasonably be expected to havefor such matters which, individually or in the aggregate, would not have a Buyer Company Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsEffect.

Noncontravention; Consents. The Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of 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"), (x) xxxxxxx xxxxxgs and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery by Buyer and each Buyer Party of this Agreement and by the other Transaction Agreements by to which it is or will be a partyCompany, and nor the consummation by the Company of the transactions contemplated hereby and thereby by such Buyer Party hereby, will not (a) conflict with any of the provisions of the Organizational Documents of any Buyer Partyconstitute a violation of, (b) subject to the matters referred to be in the next sentence, conflict with, result in -28- a breach of constitute or default create (with or without notice or lapse of time or both) a default under, give rise to any contracting party the right to terminateof termination, cancel cancellation, amendment or accelerate any payment underacceleration with respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (other than a Permitted "Lien") on upon any propertyproperty of the Company or any of its Subsidiaries pursuant to (i) the charter or bylaws of the Company or any of its Subsidiaries, asset (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or right of any Buyer Party under, any material Contract decree to which the Company or any Buyer Party of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries is a party or (c) subject to by which the matters referred to in the next sentenceCompany, contravene any Applicable Lawof its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (bii) and (ciii) above, as (i) has not had and would not reasonably be expected to havefor such matters which, individually or in the aggregate, would not have a Buyer Company Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsEffect.

Noncontravention; Consents. The Except for such filings as may be required under the HSR Act or as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it that is or will be a party, party thereto and the consummation and performance of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Party, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right to terminate, cancel or accelerate any payment of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party or any of its Subsidiaries under, any material Contract contract to which any Buyer Party or any of its Subsidiaries is a party or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, 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 on materially impair the ability of Buyer to consummate and perform the Buyer Parties, as applicable, to perform their obligations under transactions contemplated by the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any Buyer Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties or the consummation and performance by the Buyer Parties of any of the transactions contemplated hereby and thereby, except for (i) for the filing such filings as may be required under the HSR Act, (ii) for such consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices that, which if not obtained or made, made would not reasonably be expected to havenot, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on materially impair the ability of Buyer to consummate and perform the Buyer Parties, as applicable, to perform their obligations under transactions contemplated by the Transaction Agreements.

Noncontravention; Consents. The execution and delivery of this Agreement by Buyer and each Buyer Party Seller do not and, except as disclosed in Section 3.5 of the Disclosure Schedule, the performance by Seller of this Agreement and the other Transaction Agreements consummation by to which it is or will be a party, and the consummation Seller of the transactions contemplated hereby and thereby by such Buyer Party this Agreement will not (ai) (x) conflict with with, be prohibited by, or require any approval that has not already been obtained under, any of the provisions of the Organizational Documents certificate of incorporation or by-laws of each of the Companies or the comparable organizational documents of any Buyer Partyof the Subsidiaries or of Seller, (by) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time time, or both) under, be prohibited by, require any approval, consent or other action under, give any contracting party the rise to a right to terminateof termination, cancel amendment, acceleration or accelerate any payment cancellation under, or result in the creation of any Lien (other than a Permitted Lien) on any property, property or asset of the Companies or right any of the Subsidiaries under any Buyer Party under, any material Contract to which the Companies or any Buyer Party of the Subsidiaries (1) is a party or otherwise bound, or (c2) 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 contravene, be prohibited by, or require approval or consent under, any Applicable LawLaw or Governmental Order applicable to Seller, exceptthe Companies or any of the Subsidiaries, which, in the case of clauses (by) and (cz) above, as (i) has not had and would not reasonably be expected to have, individually have or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect, or (ii) result in the ability creation or imposition of Buyer and any Lien, with or without the Buyer Partiesgiving of notice or lapse of time or both, as applicable, to perform their obligations under upon the Transaction AgreementsShares. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity Entity, is required by or with respect to Seller, the Companies or any Buyer Party of the Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement and the other Transaction Agreements by the Buyer Parties Seller or the consummation by Seller, the Buyer Parties Companies or any of any the Subsidiaries of the transactions contemplated hereby and therebyhereby, except for (i) for the filing required requirement(s) applicable to the transactions contemplated by this Agreement under the HSR Actcompetition, antitrust or similar Laws of Canada, (ii) for 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 other consents, approvals, authorizations, declarations, filings or notices thatas are set forth in Section 3.5 of the Disclosure Schedule and (iv) such other consents, if not approvals, authorizations, declarations, filings or notices, the failure of which to be obtained or made, made would not reasonably be expected to have, individually have or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsCompany Material Adverse Effect.

Noncontravention; Consents. The Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it each Seller Party that is or will be a partyparty thereto, and the consummation of the transactions contemplated hereby and thereby thereby, including the Pre-Sale Transactions, by such Buyer Party Seller Party, do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Partyof the Seller Parties, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate or receive any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party of the Transferred Companies under, any material Contract to which any Buyer a Seller Party is a party or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, as (i) has not had and or would not reasonably be expected to haveexpected, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsMaterial Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third third-party or Governmental Entity is required by or with respect to any Buyer Seller Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties Seller Parties, or the consummation by the Buyer Seller Parties of any of the transactions contemplated hereby and thereby, except for (iw) for the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iix) for 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 thatas are set forth in Section 3.5 of the Seller Disclosure Schedule, and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made, made would not reasonably be expected to havenot, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have be material to the Transferred Companies, taken as a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementswhole.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it that is or will be a partyparty thereto, and the consummation of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Party, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of Buyer or any Buyer Party of its Subsidiaries under, any material Contract to which Buyer or any Buyer Party of its Subsidiaries is a party or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, as (i) has not had and or would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsEffect. No consent, approval or authorization of, or declaration or filing with, 50 or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except for (ix) for the filing required under the HSR Act, (iiy) for insurance law approvals, filings and notices set forth in Section 4.3 of the Buyer Disclosure Schedule and (z) such other consents, approvals, authorizations, declarations, filings or notices that, which if not obtained or made, made would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (iiiincluding their plans for funding the purchase of the Shares or financing or operating the Company after the Closing) as has not had and exists that would not reasonably be expected to have a material adverse effect on the ability of render Buyer and the Buyer Partiesor its Affiliates, as applicable, unable promptly to perform their obligations under 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 Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it each Seller Party that is or will be a partyparty thereto, and the consummation of the transactions contemplated hereby and thereby by such Buyer Party Seller Party, do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Partyof the Seller Parties, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel cancel, accelerate or accelerate receive any additional payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party the Company under, any material Contract to which any Buyer Party contract or commitment that is a party binding on the Company or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, as (i) has not had and would not reasonably be expected to havewould, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsMaterial Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any Buyer Seller Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties Seller Parties, or the consummation by the Buyer Seller Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings or and notices that, if not obtained or made, would not reasonably be expected to have, individually or set forth in Section 3.5 of the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsSeller Disclosure Schedule.

Noncontravention; Consents. The execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it is or will be a party, and the consummation Except as set forth on Schedule 4.3 of the transactions contemplated hereby and thereby by such Buyer Party will not (a) conflict with any of the provisions of the Organizational Documents of any Buyer PartyDisclosure Schedules, (b) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party under, any material Contract to which any Buyer Party is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, except, in the case of clauses (b) and (c) above, 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 on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any Buyer Party in connection with neither the execution and delivery of this Agreement and or any of the other Transaction Ancillary Agreements by the Buyer Parties or Seller, nor the consummation by the Buyer Parties of any Seller of the transactions contemplated hereby and or thereby, will violate any Law to which the Seller is subject or any provision of the charter or bylaws of the Seller. Except as set forth on Schedule 4.3 or Schedule 4.7 of the Disclosure Schedules, 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 violation of, be in conflict with, constitute or create a default under or result in the creation or imposition of any Lien upon any property of the Seller (including any of the Purchased Assets) pursuant to, any agreement or commitment to which the Seller is a party or by which the Seller or any of its properties (including any of the Purchased Assets) is bound or subject. Except as set forth on Schedule 4.3 or Schedule 4.7 of the Disclosure Schedules and except (i) for the filing required 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 Xxxx-Xxxxx-Xxxxxx Act, (ii) for such other the Seller has given all required notices and obtained all licenses, Permits, consents, approvals, authorizations, declarationsqualifications and orders of Governmental Entities and parties to contracts relating to the Division as are required in order to enable the Seller to perform its obligations under this Agreement and each of the Ancillary Agreements, filings or notices that, if not obtained or made, would not reasonably be expected including all consents and approvals required to have, individually or permit it to make the transfers to the Purchaser contemplated herein and therein and to enable the Purchaser to enjoy after the Closing Date all rights and benefits presently enjoyed by the Seller in respect of the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer Purchased Assets and the Buyer PartiesDivision. No Contract has been amended to increase the amount payable thereunder or to provide any other benefit to any other party thereto in order to obtain any such consent, as applicable, to perform their obligations under the Transaction Agreementsapproval or authorization.

Noncontravention; Consents. The execution (a) Except for (i) certain filings and delivery by Buyer and each Buyer Party approvals necessary to comply with the applicable requirements of this Agreement the Securities Act, the Securities Exchange Act and the other Transaction Agreements by “blue sky” laws and regulations of various states, (ii) certain filings and approvals necessary to which it is or will be comply with the requirements of the New York Stock Exchange with respect to the listing of the Sxxx ADSs, (iii) the filing of a party, Notification and Report Form and related material with the Federal Trade Commission and the consummation Antitrust Division of the United States Department of Justice under the HSR Act, (iv) customary filings pursuant to the Non-US Competition Laws, (v) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated hereby by this Agreement with CFIUS under the Exon-Fxxxxx Provisions and thereby (vi) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by such Buyer Party will not (a) conflict with any Sxxx, nor the consummation by Sxxx of the provisions of the Organizational Documents of any Buyer Partytransactions contemplated hereby, (b) subject to the matters referred to will constitute a violation of, be in the next sentence, conflict with, result in -28- a breach of constitute or default create (with or without notice or lapse of time or both) a default under, give rise to any contracting party the right to terminateof termination, cancel cancellation, amendment or accelerate any payment underacceleration with respect to, or result in the creation or imposition of any Lien upon any property of Sxxx or any of its Subsidiaries pursuant to (A) the constitution or other than a Permitted Lienorganizational documents of Sxxx or any of its Subsidiaries, (B) on any propertylaw, asset rule, regulation, permit, order, writ, injunction, judgment or right of any Buyer Party under, any material Contract decree to which Sxxx or any Buyer Party of its Subsidiaries is subject or (C) any agreement or commitment to which Sxxx or any of its Subsidiaries is a party or (c) subject to the matters referred to in the next sentenceby which Sxxx, contravene any Applicable Lawof its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (bB) and (cC) above, as (i) has not had and would not reasonably be expected to havefor such matters which, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except (i) for the filing required under the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsSxxx Material Adverse Effect.

Noncontravention; Consents. The execution and delivery by Buyer and each Buyer Party Purchaser of this Agreement and the other Transaction Ancillary Agreements by to which it is or will be a party, and (subject to the entry of the Confirmation Order or Sale Approval Order, as applicable) the consummation by Purchaser of the transactions contemplated hereby and thereby by such Buyer Party will thereby, do not (aA) violate any Law to which Purchaser or its assets is subject; (B) conflict with or result in a breach of any of the provisions provision of the Organizational Documents of any Buyer PartyPurchaser; or (C) create a breach, (b) subject to the matters referred to in the next sentencedefault, conflict withtermination, result in -28- a breach of cancellation or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment under, or result in the creation acceleration of any Lien (other than a Permitted Lien) on obligation of Purchaser under any property, asset or right of any Buyer Party under, any material Contract to which any Buyer Party Purchaser is a party or (c) subject to by which Purchaser or any of its assets or properties is bound or subject, except for any of the matters referred to foregoing in the next sentence, contravene any Applicable Law, except, in the case cases of clauses (bA) and (c) aboveC), 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) that would not reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the ability of Buyer and the Buyer Parties, as applicable, transactions contemplated hereby or thereby or to perform their any of its obligations under the Transaction Agreementsthis Agreement or any Ancillary Agreement to which it is a party (a “Purchaser Material Adverse Effect”). No consent, approval waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notice notification to, any third party Person or Governmental Entity Authority is required by or with respect to any Buyer Party in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties or Purchaser for the consummation by the Buyer Parties of any Purchaser of the transactions contemplated hereby and therebyby this Agreement or the Ancillary Agreements to which it is a party or the compliance by Purchaser with any of the provisions hereof or thereof, except for (iA) for compliance with the applicable requirements of any Antitrust Laws and (B) such consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing required under with, or notification to, any Governmental Authority, the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings failure of which to be received or notices that, if not obtained or made, made would not reasonably be expected to havenot, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsPurchaser Material Adverse Effect.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it that is or will be a party, party thereto and the consummation of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Party, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment undera payment, or result in the creation of any Lien (other than a Permitted Lien) on any property, right or asset of Buyer or right any of any Buyer Party its Subsidiaries under, any material Contract to which Buyer or any Buyer Party of its Subsidiaries is a party or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, as (i) has not had and or would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsEffect. No material consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except for (iw) for the filing required under the HSR Act, (iix) for the insurance law approvals, filings or notices as are set forth in Section 4.3 of the Buyer Disclosure Schedule, (y) the such other consents, approvals, authorizations, declarations, filings or notices thatas are set forth in Section 4.3 of the Buyer Disclosure Schedule and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made, made would not reasonably be expected to havenot, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on Buyer Material Adverse Effect. To the ability Knowledge of Buyer, no fact or circumstance relating to Buyer and the or its Affiliates exists that would render Buyer Partiesor its Affiliates, as applicable, unable promptly to perform their obligations under 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 Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it each Seller Signatory that is or will be a partyparty thereto, and the consummation of the transactions contemplated hereby and thereby thereby, including the Pre-Sale Transactions, by such Buyer Party Seller Signatory, do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Partyof the Seller Signatories, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right of termination, acceleration or cancellation or a right to terminate, cancel or accelerate any receive payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party the Companies under, any material Contract to which any Buyer Party a Seller Signatory is a party party, or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable LawLaw in any material respect, exceptwhich, in the case of clauses clause (b) and (cii) above, as (i) has not had and or would not reasonably be expected to haveexpected, individually or in the aggregate, a Buyer Material Adverse Effect and (ii) would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction AgreementsMaterial Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third third-party or Governmental Entity is required by or with respect to any Buyer Party Seller Signatory in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties Seller Signatories, or the consummation by the Buyer Parties of any Seller Signatories of the transactions contemplated hereby and thereby, except for (iw) for the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (iix) for 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 thatas are set forth in Section 3.5 of the Seller Disclosure Schedule (including any consents, approvals, authorizations, declaration, filings or notices 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 notices that if not obtained or made, made would not reasonably be expected to havenot, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have be material to the Companies, taken as a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementswhole.

Noncontravention; Consents. The execution and delivery by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it is or will be a partydoes not, and the Seller Closing Documents and consummation of the transactions contemplated hereby by this Agreement and thereby by such Buyer Party the Seller Closing Documents will not not, (ai) conflict with any of the provisions of the Organizational Documents articles of incorporation or code of regulations of Seller, the Company or any Buyer Partyother party thereto (other than Buyer, if applicable), (bii) subject to obtaining the matters referred to approvals as set forth in Section 3.1(e) of the next sentenceDisclosure Schedule, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment under, or result in the creation a breach or default under, any law, Permit or order of any Lien Governmental Entity to which the Seller, the Company or any other party thereto (other than a Permitted LienBuyer, if applicable) on any property, asset or right of any Buyer Party under, any material Contract to which any Buyer Party is a party or (c) subject to the matters referred to in the next sentenceby which any of their respective properties or assets are bound or affected, contravene any Applicable Law, exceptwhich, in the case of clauses (b) and (c) above, as (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and clause (ii) ), would not reasonably be expected to have a material adverse effect on the ability of Buyer and Seller to effectuate the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementstransactions hereunder or a Company Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or a Governmental Entity Entity, is required (i) by or with respect to any Buyer Party Seller in connection with the execution and delivery of this Agreement and the other Transaction Agreements by the Buyer Parties or the consummation by the Buyer Parties of any of the transactions contemplated hereby hereby, or (ii) by or with respect to Seller, the Company or any other party (other than Buyer, if applicable) in connection with the execution and delivery of the Seller Closing Documents or the consummation of the transactions contemplated thereby, except except, with respect to both clauses (i) and (ii), for (A) the filing approvals, filings and notices required under the HSR Actinsurance laws of the jurisdictions set forth in Section 3.1(e) of the Disclosure Schedule, (iiB) for such other consents, approvals, authorizations, declarations, filings or notices thatas are set forth in Section 3.1(e) of the Disclosure Schedule, if not and (C) such other consents, approvals, authorizations, declarations, filings or notices the failure of which to be obtained or made, made would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer 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 Buyer PartiesCompany) will not be able to obtain as promptly as practicable all necessary approvals, as applicable, authorizations and consents of Governmental Entities required to perform their obligations under be obtained to consummate the Transaction Agreementstransactions contemplated by this Agreement.

Noncontravention; Consents. The Except as disclosed in Section 4.3 of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it that is or will be a party, party thereto and the consummation of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Party, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right to terminate, cancel or accelerate any payment of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property, property or asset of Buyer or right any of any Buyer Party its Subsidiaries under, any material Contract agreement, permit, license or instrument to which Buyer or any Buyer Party of its Subsidiaries is a party or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, 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 on materially impair the ability of Buyer and to consummate any of the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementstransactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or other Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby 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 thereby, except (iafter the Closing) for exists as of the filing required under the HSR Act, (ii) for such other consents, approvals, authorizations, declarations, filings date hereof that would render Buyer or notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Partiesits Affiliates, as applicable, unable promptly to perform their obligations under 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 Except as disclosed in Section 4.1(d) of the Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by Buyer and each Buyer Party of this Agreement and the other Transaction Agreements by to which it that is or will be a party, party thereto and the consummation of the transactions contemplated hereby and thereby by such Buyer Party do not and will not (ai) conflict with any of the provisions of the Organizational Documents of any Buyer Party, (bii) subject to the matters referred to in the next sentence, conflict with, result in -28- a breach of or violation of, or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right to terminate, cancel or accelerate any payment of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any propertyproperty or asset of Buyer Parent, asset Buyer or right any Subsidiary of any Buyer Party under, any material Contract agreement, permit, license or instrument to which Buyer Parent, Buyer or any other Subsidiary of Buyer Party Parent is a party or (ciii) subject to the matters referred to in the next sentence, contravene any Applicable Law, exceptwhich, in the case of clauses (bii) and (ciii) above, 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 on materially impair the ability of Buyer and to consummate any of the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementstransactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any of the transactions contemplated hereby and thereby, except for (i) for the filing approvals, filings and notices required under the HSR Actinsurance laws of the jurisdictions set forth in Section 4.1(d) of the Buyer Disclosure Schedule, (ii) for such other consents, approvals, authorizations, declarations, filings or notices thatas are set forth in Section 4.1(d) of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices which if not obtained or mademade would not, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on materially impair the ability of Buyer and Parent to consummate any of the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementstransactions contemplated hereby.

Noncontravention; Consents. The Neither the execution and delivery by Buyer and each Buyer Party of this Agreement and or any of the other Transaction Ancillary Agreements by to which it is or will be a party, and the Seller nor the consummation by the Seller of the transactions contemplated hereby or thereby, will violate any provision of the charter or bylaws of 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 thereby by such Buyer Party will not (aiii) conflict with for consents that may be required for the assignment of certain Contracts, neither the execution and delivery of this Agreement or any of the provisions Ancillary Agreements by the Seller, nor the consummation by the Seller of the Organizational Documents of any Buyer Partytransactions contemplated hereby or thereby, (b) subject to the matters referred to in the next sentencewill constitute a violation of, conflict with, result in -28- constitute or create a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate any payment under, under or result in the creation or imposition of any Lien (other than a Permitted Lien) on upon any propertyof the Companies, asset Purchased Assets or right of Stock under any Buyer Party under, any material Contract or Permit to which the Seller, either Company or any Buyer Party of the Purchased Assets or the Stock is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, except, in the case of clauses (b) and (c) above, 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 on the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreementsis bound. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any 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 the Buyer Parties of any As of the transactions contemplated hereby and therebyClosing Date, except (i) for as set forth on Schedule 4.3 of the filing Disclosure Schedules, the Seller will have given all required under the HSR Actnotices and obtained all material licenses, (ii) for such other permits, consents, approvals, authorizations, declarations, filings or notices that, if not obtained or made, would not reasonably be expected and orders of Governmental Entities as are required in order to have, individually or in enable the aggregate, a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer and the Buyer Parties, as applicable, Seller to perform their respective obligations under this Agreement and each of the Transaction Ancillary Agreements.

Noncontravention; Consents. The (a) Each of Upper Holdings’ and Buyer’s (or, in the case of the Local Buyers, as of the Closing, each such Local Buyer’s) execution and delivery by Buyer hereof and each Buyer Party of this Agreement and the other Transaction Ancillary Agreements by 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 the consummation of the transactions contemplated hereby and thereby by such Buyer Party will not shall not, (ai) conflict with any of the provisions of violate the Organizational Documents of Upper Holdings or Buyer (or any Buyer Partysuch Local Buyer, as of the Closing), (bii) subject to making the matters referred Filings and obtaining the Consents contemplated by Section 3.3(b), violate any Law or Order applicable to in the next sentenceUpper Holdings, conflict withBuyer or their Subsidiaries or (iii) breach, result in -28- the loss of any benefit under, be a breach of or default (or an event that, with or without notice or lapse of time time, or both, would be a default) under, result in the termination or cancellation of or give any contracting party rise to a right of termination or cancellation under, accelerate the right to terminate, cancel or accelerate any payment underperformance required by, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset of the respective properties or right assets of any Upper Holdings or Buyer Party or their Subsidiaries under, any material Contract to which any Upper Holdings or Buyer Party or their Subsidiaries is a party or (c) subject to the matters referred to in the next sentence, contravene by which any Applicable Law, exceptasset of Upper Holdings or Buyer or their Subsidiaries is bound or affected, in the each case of the foregoing clauses (bii) and (c) aboveiii), as (i) has not had and would not reasonably be expected to haveto, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect 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. (iib) would not reasonably be expected to have a material adverse effect on the ability of Buyer Upper Holdings’ and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to any Buyer Party in connection with the Buyer’s respective execution and delivery hereof and of this Agreement the Ancillary Agreements to which 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 other Transaction Agreements by the Buyer Parties or the consummation by the Buyer Parties of any of the transactions contemplated hereby and therebythereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except (i) for the filing required under following: (iii) the HSR Act, Clearance and Filings in connection therewith; and (iiiv) for such other consents, approvals, authorizations, declarations, filings any Filing or notices that, if not obtained Consent the failure of which to make or made, receive would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Buyer Material Adverse Effect and (iii) as has not had and would not reasonably be expected or to have a material adverse effect on prevent, materially delay or materially impede Upper Holdings’ or Buyer’s or any of their Affiliates’ ability to consummate the ability of Buyer and the Buyer Parties, as applicable, to perform their obligations under the Transaction Agreements.transactions contemplated hereby. Section 3.4