Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park or any of its Subsidiaries in connection with the execution, delivery or performance by Park of this Agreement or to consummate the Merger, except for (A) filings of applications or notices, as applicable, with and the approval of certain federal and state banking authorities; (B) the filing with the SEC and declaration of effectiveness by the SEC of the Registration Statement and the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby; (C) filings of the appropriate certificate of merger with the Ohio SOS pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS pursuant to the Alabama Code; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Park Common Shares in the Merger; (E) any filings required under the rules and regulations of AMEX, including the filing and approval of a listing application in respect of the Park Common Shares to be issued in the Merger; (F) receipt of the approvals set forth in Section 7.01(b). As of the date of this Agreement, Park is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b); and (G) such other consents, approvals, filings or registrations, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park. (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities and Regulatory Authorities and expiration of the applicable regulatory waiting periods, the making of required filings under federal and state securities Laws, and the declaration of effectiveness by the SEC of the Registration Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, by Park do not and will not: (A) conflict with, or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies or any right of termination under, any provision of: (1) any Law applicable to Park or its Subsidiaries or any of their respective properties; (2) the Governing Documents of Park or any of its Subsidiaries; (3) any material Contract or any material government permit or license to which Park or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (4) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park or any of its Subsidiaries; or (B) require any consent or approval under any such Law, material order, judgment, writ, injunction, decree, material governmental permit or license, or material Contract, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park Bancshares or any of its Subsidiaries in connection with the execution, delivery or performance by Park Bancshares of this Agreement or the Stock Option Agreement or by American of the Bank Merger Agreement or to consummate the Merger, Merger and the Bank Merger except for for (A) the filing of a notice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (X) filings of applications or notices, as applicable, notices with and the approval of certain federal and state Florida banking authorities; , (BC) the filing filings with the SEC and declaration of effectiveness by the SEC of the Registration Statement and state securities authorities, (D) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby; (C) filings of the appropriate certificate of merger with the Ohio SOS pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS North Carolina Secretary pursuant to the Alabama Code; (D) such filings as are required NCBCA and the Florida Department of State pursuant to be made or approvals as are required to be obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Park Common Shares in the Merger; FBCA, and (E) any filings required under the rules and regulations of AMEX, including the filing and approval of a listing application in respect of the Park Common Shares to be issued in the Merger; (F) receipt of the approvals set forth in Section 7.01(b7.1(b). As of the date of this Agreementhereof, Park Bancshares is not aware of any reason why the approvals set forth in Section 7.01(b7.1(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.1(b); and (G) such other consents, approvals, filings or registrations, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park. (ii) Subject Except as Previously Disclosed, subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities and Regulatory Authorities and expiration of the applicable regulatory related waiting periods, the making of and required filings under federal and state securities Laws, and the declaration of effectiveness by the SEC of the Registration Statementlaws, the execution, delivery and performance of this Agreement, the Bank Merger Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby, by Park hereby and thereby do not and will not: not (A) conflict with, constitute a breach or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies or any right of termination under, any provision of: (1) law, rule or regulation or any Law applicable to Park judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Bancshares or of any of its Subsidiaries or any of their respective properties; (2) the Governing Documents of Park or any of its Subsidiaries; (3) any material Contract or any material government permit or license to which Park Bancshares or any of its Subsidiaries or properties is subject or bound, (B) constitute a party breach or by which any of them violation of, or any of their respective properties a default under, the American Certificate, the American By-Laws, the Bancshares Certificate or assets may be bound; the Bancshares By-Laws, or (4) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park or any of its Subsidiaries; or (BC) require any consent or approval under any such Lawlaw, material orderrule, regulation, judgment, writ, injunction, decree, material order, governmental permit or license, agreement, indenture or material Contract, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parkinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park COFI or any of its Subsidiaries in connection with the execution, delivery or performance by Park COFI or Charter Michigan of this Agreement or to consummate the Merger, consummation of the Transactions except for in the case of the consummation of the Transactions for (A) the filings of applications or notices, as applicable, with and the approval of certain federal and state banking authorities; referred to in Section 5.03(f)(i); (B) the filing with the SEC and declaration of effectiveness by the SEC of the Registration Statement and the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby; (C) filings of the appropriate certificate of merger with the Ohio SOS pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS pursuant to the Alabama Code; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of Park COFI Common Shares Stock in the Company Merger; ; and (E) any filings required under the rules and regulations of AMEX, including the filing and approval of a listing application in respect of the Park Common Shares to be issued in the Merger; (FC) receipt of the approvals set forth in Section 7.01(b). As of the date of this Agreementhereof, Park neither COFI nor Charter Michigan is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b); and (G) such other consents, approvals, filings or registrations, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park. (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities and Regulatory Authorities and expiration of the applicable regulatory related waiting periods, the making of and required filings under federal and state securities Lawslaws relating to the consummation of, and the declaration issuance of effectiveness by COFI Common Stock in, the SEC of the Registration StatementCompany Merger, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, by Park Transactions do not and will not: not (A) conflict with, constitute a breach or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies or any right of termination under, any provision of: (1) any Law applicable to Park law, rule or its Subsidiaries regulation or any of their respective properties; (2) the Governing Documents of Park or any of its Subsidiaries; (3) any material Contract or any material government judgment, decree, order, governmental permit or license license, or material agreement, license, indenture or instrument to which Park COFI or of any of its Subsidiaries is a party or by to which any of them COFI or any of their respective its Subsidiaries or properties is subject or assets may be bound; , (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (4or similar governing documents) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park COFI or any of its Subsidiaries; or , or (BC) require any consent or approval under any such Lawlaw, material orderrule, regulation, judgment, writ, injunction, decree, material order, governmental permit or license, agreement, license, indenture or material Contractinstrument or (D) result in any penalty payment relating to borrowed funds, except for such consents and approvals the failure advances or financial instruments of which to be obtained individually COFI or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parkany COFI Subsidiary.

Regulatory Filings; No Defaults. (i1) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park Citizens or any of its Subsidiaries in connection with the execution, delivery or performance by Park Citizens of this Agreement Agreement, or to consummate the Merger, except for (A) filings of applications or notices, as applicable, with and the approval of certain federal and state banking authorities; (B) the filing with the SEC and declaration of effectiveness by the SEC of the Registration Statement and the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby; , except for (A) the filing with, and declaration of effectiveness by, the SEC of the Registration Statement, (B) the filing of applications with and receipt of approval thereof from the OTS with respect to the Merger and the Subsidiary Merger, (C) filings the filing of the appropriate certificate of merger with the Ohio SOS pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS Secretary of State of the State of Indiana pursuant to the Alabama Code; IBCL and the filing of articles of combination with the OTS with respect to the Subsidiary Merger, (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “Blue Sky” laws filing of various states in connection a notice with the issuance of Park Common Shares in NASDAQ with respect to the Merger; (E) any filings required under the rules and regulations of AMEX, including the filing and approval of a listing application in respect for trading of the Park shares of Lincoln Common Shares Stock to be issued in the Merger; Merger on the National Market System, and (FE) receipt of such other filings, approvals, consents or waivers as are required under applicable law in connection with the approvals set forth in Section 7.01(b)transactions contemplated by this Agreement. As of the date of this Agreementhereof, Park Citizens is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b); and (G) such other consents, approvals, filings or registrations, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park. (ii2) Subject to the satisfaction receipt of the requirements regulatory approvals and expiration of the waiting periods referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities paragraph and Regulatory Authorities and expiration of the applicable regulatory waiting periods, the making of required filings under federal and state securities Laws, and the declaration of effectiveness by the SEC of the Registration Statementlaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, by Park hereby do not and will not: not (A) conflict with, constitute a breach or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies or any right of termination under, any provision of: (1) law, rule or regulation or any Law applicable to Park judgment, decree, order, governmental permit or license, or material Contract of Citizens or of any of its Subsidiaries or any of their respective properties; (2) the Governing Documents of Park or any of its Subsidiaries; (3) any material Contract or any material government permit or license to which Park Citizens or any of its Subsidiaries or properties is subject or bound, (B) constitute a party breach or by which any of them violation of, or any of their respective properties a default under, the Citizens Articles or assets may be bound; the Citizens By-laws, or (4) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park or any of its Subsidiaries; or (BC) require any consent or approval under any such Lawlaw, material orderrule, regulation, judgment, writ, injunction, decree, material order, governmental permit or license, license or material Contract, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park 1st United or any of its Subsidiaries in connection with the execution, delivery or performance by Park 1st United of this Agreement or the Stock Option Agreement or to consummate the Merger, Merger except for for (A) filings the filing of a notice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), (X) xxxxngs of applications or notices, as applicable, with and the approval of certain federal and state notices xxxx xxxxxxx xxx Xxxxxxx banking authorities; , (BC) the filing filings with the SEC and declaration of effectiveness by the SEC of the Registration Statement state securities authorities, and (D) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby; (C) filings of the appropriate certificate of merger with the Ohio SOS pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS North Carolina Secretary pursuant to the Alabama Code; (D) such filings as are required NCBCA and the Florida Department of State pursuant to be made or approvals as are required to be obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Park Common Shares in the Merger; (E) any filings required under the rules and regulations of AMEX, including the filing and approval of a listing application in respect of the Park Common Shares to be issued in the Merger; (F) receipt of the approvals set forth in Section 7.01(b)FBCA. As of the date of this Agreementhereof, Park 1st United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b); and (G) such other consents, approvals, filings or registrations, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park. (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities and Regulatory Authorities and expiration of the applicable regulatory related waiting periods, the making of and required filings under federal and state securities Laws, and the declaration of effectiveness by the SEC of the Registration Statementlaws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby, by Park hereby and thereby do not and will not: not (A) conflict with, constitute a breach or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies or any right of termination under, any provision of: (1) law, rule or regulation or any Law applicable to Park judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of 1st United or of any of its Subsidiaries or any of their respective properties; (2) the Governing Documents of Park or any of its Subsidiaries; (3) any material Contract or any material government permit or license to which Park 1st United or any of its Subsidiaries or properties is subject or bound, (B) constitute a party breach or by which any of them violation of, or any of their respective properties a default under, the 1st United Certificate or assets may be bound; the 1st United By-Laws, or (4) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park or any of its Subsidiaries; or (BC) require any consent or approval under any such Lawlaw, material orderrule, regulation, judgment, writ, injunction, decree, material order, governmental permit or license, agreement, indenture or material Contract, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parkinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park any of the Acquisition Parties or any of its their respective Subsidiaries in connection with the execution, delivery or performance by Park each Acquisition Party of this Agreement and the Voting Agreements or to consummate the Merger, Merger except for for (A) filings the filing of a notice or applications, and related approvals and clearances, under the HSR Act and under applicable European Union antitrust laws and as listed in Schedule 5.04(d) of the Acquisition Parties' Disclosure Schedule, (B) the filing of applications or and notices, as applicable, with the foreign governmental, federal and state Governmental Authorities governing banking and insurance in the jurisdictions or states where each of the Acquisition Parties operate their respective businesses which are listed in Schedule 5.04(d) of the Acquisition Parties' Disclosure Schedule, and the approval of certain federal and state banking authorities; such applications or the grant of required licenses by such Governmental Authorities as listed in Schedule 5.04(d) of the Acquisition Parties' Disclosure Schedule, (BC) the filing with the SEC and declaration of effectiveness by the SEC of the Registration Statement and the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby; (C) filings of the appropriate certificate of merger with the Ohio SOS pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS Department of State of the State of New York pursuant to the Alabama Code; NYBCL, (D) such filings in respect of, and approvals and authorizations of, and, as are required to be made or approvals as are required to be obtained under applicable, the securities or “Blue Sky” laws expiration of various states in connection with applicable waiting periods of, the issuance of Park Common Shares in the Merger; Designated State Insurance Approvals and (E) any filings required under the rules and regulations of AMEX, including the filing and approval of a listing application notifications in respect of of, and, to the Park Common Shares to be issued extent necessary, approvals and authorizations in the Merger; (F) receipt of the approvals set forth in Section 7.01(b). As of the date of this Agreementrespect of, Park is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b); and (G) such other consents, approvals, filings or registrations, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on ParkForeign Approvals. (ii) Subject to the satisfaction receipt of the requirements regulatory approvals, filings and notifications referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities and Regulatory Authorities paragraph and expiration of the applicable regulatory related waiting periods, the making of and required filings under federal and state securities Laws, and the declaration of effectiveness by the SEC of the Registration Statementlaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, by Park hereby do not and will not: not (A) conflict with, constitute a breach or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies or any right of termination under, any provision of: (1) law, rule or regulation or any Law applicable to Park judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of each Acquisition Party or of any of its Subsidiaries or to which each Acquisition Party or any of their respective properties; its Subsidiaries or properties is subject or bound, (2B) constitute a breach or violation of, or a default under, the Governing Documents certificate of Park incorporation or by-laws (or similar governing documents) of each Acquisition Party or any of its Subsidiaries; (3) any material Contract or any material government permit or license to which Park or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (4) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park or any of its Subsidiaries; or (BC) require any consent or approval under any such Lawlaw, material orderrule, regulation, judgment, writ, injunction, decree, material order, governmental permit or license, agreement, indenture or material Contract, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parkinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations withwith (other than informational filings), any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by Park the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Park the Company of this Agreement, the Holdings Purchase Agreement or the Voting Agreements or to consummate the Merger, Merger except for for (A) filings of applications or notices, as applicable, with and the approval of certain federal and state banking authorities; (B) the filing of a notice or applications, and related approvals and clearances, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (X) filings with the SEC and declaration of effectiveness by the SEC of the Registration Statement and the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreementstate securities authorities, the Merger and the other transactions contemplated hereby; (C) filings the filing of the appropriate a certificate of merger with the Ohio SOS Department of State of the State of New York pursuant to the OGCL and the appropriate articles of merger with the Alabama SOS pursuant to the Alabama Code; NYBCL, (D) such filings in respect of, and approvals and authorizations of, and, as are required to be made or approvals as are required to be obtained under applicable, the securities or “Blue Sky” laws expiration of various states applicable waiting periods of, the respective Commissioners of Insurance of the States listed in connection with Section 5.03(f)(D) of the issuance of Park Common Shares in Company's Disclosure Schedule (the Merger; "Designated State Insurance Approvals") and (E) any such other filings required under the rules and regulations of AMEX, including the filing and approval of a listing application in respect of, and to the extent necessary, approvals and authorizations of, or notifications to, similar foreign regulatory authorities to satisfy the requirements of applicable foreign laws (the Park Common Shares to be issued in "Foreign Approvals", and together with the Merger; (F) receipt of the approvals set forth in Section 7.01(b). As of the date of this Agreement, Park is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b); and (G) such other consents, approvals, filings or registrationsDesignated State Insurance Approvals, the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Park"Insurance Approvals"). (ii) Subject to the satisfaction receipt of the requirements regulatory approvals and the making of filings referred to in the preceding paragraph, the receipt of the required approvals of Governmental Authorities and Regulatory Authorities and expiration of the applicable regulatory related waiting periods, the making of and required filings under federal and state securities Lawslaws, and the declaration receipt of effectiveness by the SEC of the Registration StatementCompany Shareholder Approval, the execution, delivery and performance of this Agreement, the Holdings Purchase Agreement and the Voting Agreements (to the extent that the Company must take action to render effective the rights conferred by the Holdings Purchase Agreements and the Voting Agreements), and the consummation of the transactions contemplated hereby, by Park hereby and thereby do not and will not: not (A) conflict withexcept as Previously Disclosed, constitute a breach or result in a violation of, or result in the breach of or a default (or with notice or lapse of time constitute a default) under, or give rise to any material Lien, any acceleration of remedies remedies, or any right of termination under, any provision of: (1) law, rule or regulation or any Law applicable to Park judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Company or of any of its Subsidiaries or any of their respective properties; (2) the Governing Documents of Park or any of its Subsidiaries; (3) any material Contract or any material government permit or license to which Park the Company or any of its Subsidiaries or properties is subject or bound, (B) constitute a party breach or by which any of them violation of, or any of their respective properties a default under, the Company Certificate or assets may be bound; the Company By- Laws, or (4) any material order, judgment, writ, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Park or any of its Subsidiaries; or (BC) require any consent or approval under any such Lawlaw, material orderrule, regulation, judgment, writ, injunction, decree, material order, governmental permit or license, agreement, indenture or material Contract, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parkinstrument.