Common use of Required Filings and Consents; No Conflict Clause in Contracts

Required Filings and Consents; No Conflict. (a) No notices to, consents or approvals of, waivers, permits, Orders or authorizations from or filings, declarations or registrations with, any Governmental Authority are required to be made by Parent or Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the Transactions, except for (i) as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent, Merger Sub, or any of their respective Subsidiaries is subject to any “prior approval” requirement or agreement with the FTC or DOJ that would be applicable to the Transactions. (b) Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 5.3(a), the execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the Transactions does not and will not (i) conflict with, result in a breach or violation of, or a default under, or right of termination or acceleration in respect of any (A) applicable Law, Order or Governmental Authorization or (B) Contract to which Parent or Merger Sub is a party or by which it or any of its assets or properties is otherwise bound, except in the foregoing clauses (A) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) conflict with or result in a breach or violation of, or a default under, the Constitutive Documents of Parent or Merger Sub.

Required Filings and Consents; No Conflict. (a) No notices to, consents or approvals of, waivers, permits, Orders or authorizations from or filings, declarations or registrations with, any Governmental Authority are required to be made made, obtained or given by Parent or Merger Sub any member of the Company Group in connection with the execution, delivery or performance by the Company of this Agreement or any of and the other Transaction Documents or the consummation of the Transactions, except for (i) as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not (x) reasonably be expected to haveto, individually or in the aggregate, be material to the Company Group, taken as a Parent Material Adverse Effect. None of Parent, Merger Subwhole, or any (y) reasonably be expected to prevent or materially delay the ability of their respective Subsidiaries is subject the Company to any “prior approval” requirement or agreement with the FTC or DOJ that would be applicable to consummate the Transactions. (b) Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 5.3(a4.6(a), the execution, delivery and performance by the Company of this Agreement, Agreement and the other Transaction Documents to which the Company is party and the consummation of the Transactions does do not and will not (i) conflict with, result in a breach or violation of, or a default underunder (with or without the giving of notice or the passage of time or both), or right of termination termination, acceleration, suspension, revocation, cancellation or acceleration amendment in respect of, or result in the payment of any fee under, or other change in material right or obligation or the loss of any material benefit to which any member of the Company Group is entitled under, or give rise to any Encumbrance (other than Permitted Encumbrances) under any (A) applicable Law, Order or Governmental Authorization or Authorization, (B) Contract to which Parent Material Contract, or Merger Sub is a party or by which it or any of its assets or properties is otherwise bound(C) Company Permit, except in the foregoing clauses (A), (B) and (BC), as would not (x) reasonably be expected to haveto, individually or in the aggregate, be material to the Company Group, taken as a Parent Material Adverse Effect whole, or (y) reasonably be expected to prevent or materially delay the ability of the Company to consummate the Transactions or (ii) conflict with or result in a breach or violation of, or a default under, the Constitutive Documents of Parent the Company or Merger Subany of its Subsidiaries.

Required Filings and Consents; No Conflict. (a) No notices toNeither LPC nor any Subsidiary is required to submit any notice, consents report or approvals of, waivers, permits, Orders or authorizations from or filings, declarations or registrations with, other filing with any Governmental Authority are required to be made by Parent or Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the Transactions, except for (i) as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLPC Agreements. None of Parent, Merger Sub, or any of their respective Subsidiaries is subject to any “prior approval” requirement or agreement with the FTC or DOJ that would be applicable to the Transactions. (b) Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 5.3(a), the The execution, delivery and performance of this Agreement, the other Transaction Documents LPC Agreements by LPC and the consummation of the Transactions does transactions contemplated hereby and thereby do not and will not (ia) conflict withwith or violate any law, result in a breach regulation, judgment, order or violation ofdecree binding upon LPC or any Subsidiary, (b) conflict with or violate any provision of its articles of incorporation or Bylaws, or a default under, or right of termination or acceleration in respect of any (A) applicable Law, Order or Governmental Authorization or (B) Contract to which Parent or Merger Sub is a party or by which it or any of its assets or properties is otherwise bound, except in the foregoing clauses (A) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (iic) conflict with or result in a breach of any condition or violation provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the Constitutive Documents creation or imposition of Parent any lien, charge or Merger Subencumbrance upon any properties or assets of LPC or any Subsidiary pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which LPC or any Subsidiary is a party or which is or purports to be binding upon LPC or any Subsidiary or by which any of their respective properties are bound, except for conflicts, breaches, defaults, events of default or impositions that would not have an LPC Material Adverse Effect. The execution, delivery and performance of the LPC Agreements by LPC and the consummation of the transactions contemplated hereby and thereby will not result in the loss of any license, franchise, legal privilege or permit possessed by LPC or any Subsidiary or give a right of termination to any party to any agreement or other instrument to which LPC or any Subsidiary is a party or by which any of their respective properties are bound, except for losses or rights of termination that would not have an LPC Material Adverse Effect.

Required Filings and Consents; No Conflict. (a) No notices toExcept as set forth on Schedule 2.4 hereto, consents neither the Sellers nor PTI are required to submit any notice, report or approvals of, waivers, permits, Orders other filing to or authorizations from or filings, declarations or registrations with, with any Governmental Authority are required to be made by Parent or Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the Transactions, except for (i) Agreements. Except as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent, Merger Sub, or any of their respective Subsidiaries is subject to any “prior approval” requirement or agreement with the FTC or DOJ that would be applicable to the Transactions. (b) Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 5.3(a)set forth on Schedule 2.4 hereto, the execution, delivery and performance of this Agreement, the other Transaction Documents Agreements by the Sellers and PTI and the consummation of the Transactions does transactions contemplated hereby and thereby do not and will not (ia) conflict withwith or violate any law, result in a breach regulation, judgment, order or violation ofdecree binding upon the Sellers or PTI, (b) conflict with or violate any provision of the Articles of Incorporation or By-laws of PTI, or a default under, or right of termination or acceleration in respect of any (A) applicable Law, Order or Governmental Authorization or (B) Contract to which Parent or Merger Sub is a party or by which it or any of its assets or properties is otherwise bound, except in the foregoing clauses (A) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (iic) conflict with or result in a breach of any condition or violation provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the Constitutive Documents creation or imposition of Parent any Encumbrance upon any properties or Merger Subassets of the Sellers or PTI pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which the Sellers or PTI is a party or which is or purports to be binding upon the Sellers or PTI or by which any of their respective properties are bound. The execution, delivery and performance of the Transaction Agreements by PTI and the consummation of the transactions contemplated hereby and thereby will not result in the loss of any license, franchise, legal privilege or permit possessed by PTI or give a right of termination to any party to any agreement or other instrument to which PTI is a party or by which any of its properties are bound.