Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby Transactions and the fulfillment of of, and compliance with with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any Organizational Documents of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, contract agreement, permit, franchise, license, lease franchise license or other instrument applicable to any of which the Sellers in connection with the Business (provided that no representation Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any the Purchaser unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the Sellers in connection with Purchaser to consummate the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Purchaser in connection with the execution, delivery or performance of this Agreement or the Seller Member Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or therebyTransactions, except as required by the HSR Act provided, however, no warranty is made with respect to any ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing, each party having made its own independent analysis and in connection with the transfer of Licensesconcluded not filing is required.

Absence of Restrictions and Conflicts. (a) The execution, execution and delivery and performance of this Agreement and the Seller Purchaser Ancillary DocumentsDocuments does not or will not, and the consummation performance of its obligations hereunder and thereunder will not, (i) conflict with or violate the certificate of incorporation or bylaws of the transactions contemplated hereby Purchaser or Merger Sub, as applicable, (ii) assuming that all consents, approvals, authorizations and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may beother actions described in Section 6.3(b), if any, have been obtained and all filings and obligations described in Section 6.3(b), if any, have been made, conflict with or violate any Law applicable to the passing Purchaser or Merger Sub, as applicable, (with or without notice or lapse of time or the giving both), or by which any of notice such Person’s properties or bothassets is bound, violate or conflict with(iii) require any consent or result in any violation or breach of, or constitute a breach default or give to others any rights of termination, amendment, acceleration or default cancellation, under, or result in the loss triggering of any benefit underpayments or result in the creation of a Lien or other encumbrance on any of such Person’s properties or assets pursuant to, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellersterms, (b) except as indicated on Schedule 4.12conditions or provisions of any note, any Assumed Contract or any other contractbond, agreementmortgage, indenture, Contract, lease, License, permit, franchise, license, lease franchise or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity obligation to which any of the Sellers Purchaser or Merger Sub, as applicable, is a party or by which any of the Sellers such Person or any of their respective such Person’s properties are bound in connection with the Business or assets is bound. (db) any Law or arbitration award applicable to any The execution and delivery by each of the Sellers in connection with Purchaser and Merger Sub of this Agreement and the Business; in each case to Purchaser Ancillary Documents do not, and the extent performance of such Person’s obligations hereunder and thereunder will not, require any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyEntity, except as may be required by the HSR Act and in connection with the transfer of LicensesAct.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents, and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict in any material respect with, constitute a material breach of or default under, result in the loss of any material benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersSeller, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Transferred Agreement), (c) any material judgment, decree or order of any court or Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties Transferred Assets are bound in connection with the Business or (d) any Law or arbitration award applicable to the Transferred Assets, except in any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in under clauses (b), (c) and (d) to above, where the loss, termination, breach, acceleration, modification or cancellation would not reasonably be true and correct would be reasonably likely expected to have a Material Adverse EffectEffect on the Business. The transactions contemplated by this Agreement will not constitute a change of control or assignment requiring the consent from or the giving of notice to a third party pursuant to any Contract involving the Business to which Seller is a party. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Seller or any of the Sellers its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (x) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the “Exchange Act”), as may be required by the HSR Act and in connection with this Agreement and the transfer transactions contemplated by this Agreement, and (y) any filings required under the rules and regulations of Licensesthe Nasdaq Global Market (“NGM”), and except where the failure to obtain such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a Material Adverse Effect on the Business.

Absence of Restrictions and Conflicts. The Except for that certain Credit Agreement by and among Purchaser, certain of Purchaser’s subsidiaries and Bank of America, N.A., dated March 9, 2007, as amended, the execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Purchaser Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation which Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to Purchaser, except in any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in under clauses (b), (c) and (d) to above, where, the loss, termination, breach, acceleration, modification or cancellation would not reasonably be true and correct would be reasonably likely expected to have a Material Adverse EffectEffect on Purchaser, or to materially impair Purchaser’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Purchaser or any of the Sellers its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (x) the filing with the SEC of such reports under the Exchange Act as may be required by the HSR Act and in connection with this Agreement and the transfer transactions contemplated by this Agreement and (y) any filings required under the rules and regulations of Licensesthe NGM, and except where the failure to obtain such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a Material Adverse Effect on Purchaser, or to materially impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Absence of Restrictions and Conflicts. The execution(a) Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the execution and delivery and performance by the Company of this Agreement and the Seller Company Ancillary DocumentsDocuments does not or will not, the consummation of the transactions contemplated hereby and thereby and the fulfillment performance of its obligations hereunder and thereunder will not, (i) conflict with or violate (A) the Certificate of Incorporation or the Bylaws or (B) the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary, (ii) assuming compliance with the terms HSR Act and conditions hereof assuming that all consents, approvals, authorizations and thereof do not other actions described in Section 4.5(b) of the Company Disclosure Schedule, if any, have been obtained and/or satisfied and all filings and notifications described in Section 4.5(b) of the Company Disclosure Schedule, if any, have been made and/or satisfied, conflict with or shall not (as the case may be)violate, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party material respect, any Law applicable to the right to terminate, modify Company or cancel, (a) any term or provision of the charter documents of any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any property or asset of the Sellers Company or any of their respective properties are bound in connection with the Business its Subsidiaries, is bound, or (diii) require any Law consent or arbitration award applicable result in any violation or breach of or constitute (with or without notice or lapse of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any of its Subsidiaries, in all cases, pursuant to, any of the Sellers in connection with the Business; terms, conditions or provisions of any Company Contract, except where such conflict, violation, breach, default, payment, Lien, encumbrance or other event would not, in each case case, directly result, or reasonably be expected to the extent any failure directly result, in an actual monetary loss exceeding $300,000. (b) Except as set forth in Section 4.5(b) of the foregoing matters described in clauses (b)Company Disclosure Schedule, (c) the execution and (d) delivery by the Company of this Agreement and the Company Ancillary Documents to be true which it is a party does not, and correct would be reasonably likely to have a Material Adverse Effect. No the performance of its obligations hereunder and thereunder will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyEntity, except as may be required by the HSR Act and in connection with except where the transfer of Licensesfailure to obtain any consent, approval, authorization or permit, or to provide any filing or notification, would not result in, or reasonably be expected to result in, a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents, and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter organizational documents of Seller or any of the SellersTransferred Subsidiary, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Material Contract, (c) any judgment, decree or order of any court or Governmental Entity to which any of the Sellers is a party or by which any of the Sellers Seller or any of their respective properties are Transferred Subsidiary is bound in connection with the Business or (d) any Law or arbitration award applicable to Seller or any of the Sellers Transferred Subsidiary, except in connection with the Business; in each any case to the extent any failure of the foregoing matters described in under clauses (b), (c) and or (d) to above, where the loss, termination, breach, acceleration, modification or cancellation would not reasonably be true and correct would be reasonably likely expected to have a Material Adverse EffectEffect on the Transferred Subsidiaries. The transactions contemplated by this Agreement will not constitute a change of control or assignment requiring the consent from a third party pursuant to any Material Contract. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Seller or any of the Sellers its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (x) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder), as may be required by the HSR Act and in connection with this Agreement and the transfer transactions contemplated by this Agreement, (y) any filings required under the rules and regulations of Licensesthe Nasdaq Global Market, and (z) with respect to the actions described in clause (iii) of Section 5.1(c), filings by WFI UK, Ltd. with the Commissioner of the Inland Revenue in accordance with the provisions of ICTA 1988 s765A (the “WFI Turkey Share Transfer Tax Filing”), and except where the failure to obtain such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a Material Adverse Effect on the Transferred Subsidiaries.

Absence of Restrictions and Conflicts. (a) The execution, execution and delivery and performance of this Agreement and each Ancillary Agreement to which the Seller Ancillary Documentsis a party do not, and the consummation performance of the transactions contemplated hereby Seller’s obligations hereunder will not, (i) conflict with or violate the certificate of incorporation or bylaws of the Seller, (ii) assuming that all consents, approvals, authorizations and thereby other actions described in Section 4.4(b) have been obtained and all filings and obligations described in Section 4.4(b) have been made, materially conflict with or materially violate any Law applicable to the fulfillment of and compliance Seller (with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing without notice or lapse of time or the giving both), or by which any of notice its material properties or bothassets is bound, violate or conflict with(iii) require any material consent or result in any material violation or material breach of, or constitute a breach material default or give to others any material rights of termination, amendment, acceleration or default cancellation, under, or result in the loss triggering of any benefit undermaterial payments or result in the creation of a Lien or other encumbrance on any material properties or assets pursuant to, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellersterms, (b) except as indicated on Schedule 4.12conditions or provisions of any Contract, any Assumed Contract or any other contractindenture, agreementlicense, permit, franchise, license, lease franchise or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity obligation to which any of the Sellers Seller is a party or by which any of the Sellers it or any of their respective its properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses assets is bound. (b)) The execution and delivery by the Seller of this Agreement or any Ancillary Agreement does not, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No the performance of its obligations hereunder will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyEntity, except as required by for (i) the notification requirements of the HSR Act and in connection with (ii) where the transfer failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not prevent or materially delay consummation of Licensesthe Transaction and the other transactions contemplated by this Agreement or reasonably be expected to be material to the Seller.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Company Ancillary Documents do not or shall not (will not, as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, or otherwise require any consent, approval, order, authorization, registration, declaration or filing with respect to (a) any term or provision of the charter documents of the Company or any of the SellersSubsidiaries, (b) except as indicated on Schedule 4.124.12(b), any Assumed Material Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Subsidiaries, (c) any judgment, decree or order Order of any court or Governmental Entity to which the Company or any of the Sellers Subsidiaries is a party or by which the Company or any of the Sellers Subsidiaries or any of their respective properties assets are bound in connection with the Business or (d) except as set forth on Schedule 4.4, any Permit, Law or arbitration award of any Governmental Entity applicable to the Company or any of the Sellers in connection Subsidiaries, except for (i) the filing of the Certificate of Merger with the BusinessSecretary of State; in each case (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under applicable Antitrust Laws; and (iii) with respect to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) ), such violations, conflicts, breaches, loss of benefits, accelerations or rights which would not be material to be true the Company and correct the Subsidiaries, taken as a whole, and would be reasonably likely to have a Material Adverse Effect. No consent, approval, order not prevent or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of materially alter the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of LicensesAgreement.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany's Charter or Bylaws, (b) except as indicated on Schedule 4.125.17, any Assumed Contract or any other contract, will, agreement, permit, franchise, license, lease license or other instrument applicable to any of the Sellers in connection with Assets or the Business (provided that no representation is given with respect to the Texaco Agreement)Business, (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers is a party Assets or the Business or by which any of the Sellers Assets or any of their respective properties the Business are bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to any of the Sellers in connection with the Business; , except in each the case to the extent any failure of the foregoing matters described in clauses (b), clause (c) and or (d) ), as would not have a Material Adverse Effect on the Business and Assets, taken as a whole. Except for such consents, approvals, orders or authorizations the failure of which to be true and correct obtain or make would be reasonably likely to not, individually or in the aggregate, have a Material Adverse Effect. No , no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Company in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except thereby other than as required by the Hart-Scott-Rodino Antitrust I▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇f 1976, as amended (the "HSR Act and in connection with the transfer of LicensesAct").

Absence of Restrictions and Conflicts. (a) The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, require the consent, notice or other action by any Person under (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated on Schedule 4.12, any Assumed Company Contract (defined in Section 4.13) or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to any of the Sellers in connection with Company or the Business (provided that no representation is given with respect to the Texaco Agreement)Sellers, (c) any judgment, decree or order of any court or Governmental Entity or agency to which any of the Company or the Sellers is are a party or by which any of the Company or the Sellers or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to any of the Sellers in connection with Company or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectSellers. No consent, approval, order order, or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Company or the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby. (b) The execution, except as required by delivery and performance of this Agreement and the HSR Act Seller Ancillary Documents, the consummation of the transactions contemplated hereby and in connection thereby and the fulfillment of and compliance with the transfer terms and conditions hereof and thereof do not, with the passing of Licensestime or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, require the consent, notice or other action by any Person under (a) any contract, agreement, permit, franchise, license or other instrument applicable to the Sellers, (b) any judgment, decree or order of any Governmental Entity to which either of the Sellers is a party or by which either of the Sellers or any of such Seller’s respective properties are bound, or (c) any Law or arbitration award applicable to any Seller.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement Agreement, the Shareholder Ancillary Documents and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany or the Shareholder, (b) except as indicated on Schedule 4.124.3, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease License or other instrument applicable to which the Shareholder or the Company is a party or by which the Shareholder, the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)their respective properties are bound, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Company or the Shareholder is a party or or, to the Knowledge of the Company, by which any of the Sellers Company or the Shareholder or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with Company, the Shareholder or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Company or the Shareholder in connection with the execution, delivery or performance of this Agreement Agreement, the Shareholder Ancillary Documents or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except any such filings as required by the HSR Act and may be necessary in connection with the transfer termination of Licensesthe Company’s provider agreements with Medicare and Georgia Medicaid programs and assignment of the Company’s certificate of need for the Hospital as set forth on Schedule 4.3.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby Transaction and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents by the Shareholders and the Companies do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents articles of incorporation, bylaws, shareholder agreement or similar constituent document of any of the SellersCompanies, (b) except as indicated set forth on Schedule 4.123.5, any Assumed Contract or any other contractSchedule 3.6(b) and Schedule 3.13, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business Company Contracts (provided that no representation is given with respect to the Texaco Agreementas hereinafter defined), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Companies or either of the Shareholders is a party or by which any of the Sellers Companies or either of the Shareholders or any of their respective properties are bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure Companies or either of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectShareholders. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Companies or either of the Shareholders in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, Transaction except as required by the HSR Act and in connection with the transfer of LicensesAct.

Absence of Restrictions and Conflicts. (a) The execution, execution and delivery by the Purchaser and performance Merger Sub of this Agreement and the Seller Purchaser Ancillary DocumentsDocuments does not, and the consummation performance of their respective obligations hereunder and thereunder will not, (i) conflict with or violate the certificate of incorporation, bylaws or other comparable governing documents of the transactions contemplated hereby Purchaser or Merger Sub, (ii) assuming that all consents, approvals, authorizations, waiting period terminations or expirations and thereby other actions described in Section 5.3(b) have been obtained and all filings and obligations described in Section 5.3(b) have been made, conflict with or violate any Law applicable to the fulfillment Purchaser or Merger Sub, or by which any material property or asset of the Purchaser or Merger Sub, is bound and compliance (iii) require any consent or result in any violation or breach of or constitute (with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing without notice or lapse of time or the giving both) a default (or give to others any right of notice termination, amendment, acceleration or both, violate or conflict with, constitute a breach of or default cancellation) under, or result in the loss triggering of any benefit under, permit payments or result in the acceleration creation of a Lien on any obligation under material property or create in any party the right to terminate, modify or cancel, (a) any term or provision material asset of the charter documents of any of the SellersPurchaser or Merger Sub, (b) except as indicated on Schedule 4.12in all cases, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable pursuant to any of the Sellers in connection with the Business terms, conditions or provisions of any (provided that no representation is given with respect A) Contract applicable to the Texaco Agreement), Purchaser or Merger Sub or (cB) any judgment, decree or order of any Governmental Entity Entity, to which any of the Sellers Purchaser or Merger Sub is a party or or, to the Knowledge of the Purchaser, by which any of the Sellers Purchaser, Merger Sub or any of their respective material properties or assets are bound in connection bound, except, with the Business or (d) any Law or arbitration award applicable respect to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (cii) and (diii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of the Merger and the other transactions contemplated by this Agreement. (b) to be true The execution and correct would be reasonably likely to have a Material Adverse Effect. No delivery by the Purchaser and Merger Sub of this Agreement do not, and the performance of their obligations hereunder will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity is required with respect to any Entity, except for (i) the pre-merger notification requirements of the Sellers in connection with HSR Act, (ii) the executionCompetition Act Approval, delivery or performance (iii) the Canada Transportation Act Clearance, and (iv) the filing of this Agreement or a Certificate of Merger with, and the Seller Ancillary Documents or acceptance for record thereof by, the consummation Secretary of State of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer State of LicensesDelaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby provided for herein and thereby therein, and the fulfillment of and compliance with the terms and conditions hereof and thereof do not (or shall not (as the case may bewill not), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, cancel (a) any term or provision of the charter documents of any of the SellersSeller Party, (b) except as indicated on Schedule 4.12SCHEDULE 2.1(h), any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Material Contract, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Seller Party is a party or by which any of the Sellers or any of their respective properties are bound in connection with Seller Party, the Business or the Purchased Assets are bound; or (d) any material Permit or Applicable Law or arbitration award applicable to any of Seller Party, the Sellers in connection with Business or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectPurchased Assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller Party in connection with the execution, delivery or performance of this Agreement or and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyprovided for herein and therein, except as required by the HSR Act and in connection with the transfer of LicensesAntitrust Acts.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents certificate of any incorporation or bylaws of the SellersESI, (b) except as indicated on Schedule 4.12, any Assumed Contract material contract to which ESI or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation its subsidiaries is given with respect to the Texaco Agreement)a party, (c) any judgment, decree decree, rule or order of any Governmental Entity to which any of the Sellers ESI or its subsidiaries is a party or by which any of the Sellers ESI or its subsidiaries or any of its or their respective properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any ESI or its subsidiaries, except for compliance with the requirements of the Sellers HSR Act, and except in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) for any such violation, conflict, breach, default, loss or acceleration which would not materially and adversely affect the ability of ESI to be true consummate the transactions contemplated by this Agreement. Assuming that the representations and correct would be reasonably likely to have a Material Adverse Effect. No warranties in Section 2.30 are true, no consent, approval, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers ESI in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, and thereby except for the DEA Authorization and NASDAQ Approval (as hereinafter defined) and except as required by the HSR Act and in connection Act, provided that no representation or warranty is made with respect to the transfer state securities or "blue sky" Laws of Licensesany State other than New Jersey.

Absence of Restrictions and Conflicts. The Except as set forth on Schedule 4.5, the execution, delivery and performance of this Agreement and the Seller Member Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter organizational documents of the Company or any of the SellersSubsidiary, (b) except as indicated with an asterisk on Schedule 4.124.14(a), any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease or other instrument License applicable to any of the Sellers Company or its Subsidiaries, which, individually or in connection with the Business (provided that no representation is given with respect aggregate, would not be material to the Texaco Agreement)Company and its Subsidiaries, taken as a whole, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company, any of the Sellers Subsidiary or any Member is a party or by which the Company, any of the Sellers Subsidiary or any Member or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to the Company, any of the Sellers in connection with the Business; in each case Subsidiary or any Member. Except for filings pursuant to the extent any failure of the foregoing matters described in clauses (b)HSR Act, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company, any of the Sellers Subsidiary or any Member in connection with the execution, delivery or performance of this Agreement or the Seller Member Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents Seller's or Parent's certificate of any of the Sellersincorporation or bylaws, (b) except as indicated set forth on Schedule 4.124.9, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease contract to which Seller or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation Parent is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers either Parent or Seller is a party or by which any of the Sellers either Seller or any of their respective properties are bound in connection with (including without limitation the Business Assets and the Owned Real Property) or (d) any Law or Law, arbitration award applicable to any of the Sellers in connection with Business which Seller, the Business; in each case to Assets or the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectOwned Real Property is subject. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers either Parent or Seller in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement Agreement, the Shareholder Ancillary Documents and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing passage of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.124.5, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)its Subsidiaries, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company, any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)its Subsidiaries. Except as set forth on Schedule 4.5, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement Agreement, the Shareholder Ancillary Documents or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or therebythereby except to the extent the failure to obtain any such consent, except as required by the HSR Act and in connection with the transfer of Licensesapproval, order or authorization of, or registration, declaration or filing with, any Governmental Entity would not have a Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Seller Parent or any member of the SellersCompany Group, (b) except as indicated on Schedule 4.124.5(a), any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to any member of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Company Group, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Seller Parent or any member of the Sellers Company Group is a party or by which any of the Sellers such Person or any of their respective properties are bound in connection with the Business or (d) in any material respect, any Law or arbitration award applicable to the Seller Parent or any member of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (bCompany Group. Except as indicated on Schedule 4.5(b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Seller Parent and or any member of the Sellers Company Group in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby. Prior to the date hereof, except as required by the HSR Act and in connection with Seller Parent provided (or made available) to the transfer Purchaser Parent all information necessary to complete the Transfer of LicensesPhysical Assets application.

Absence of Restrictions and Conflicts. The Except as set forth on Schedule 3.4, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents articles of any incorporation or bylaws of the SellersSeller, (b) except as indicated on Schedule 4.12, any Assumed Contract Liability or any other contract, agreement, permit, franchise, license, lease contract or other instrument applicable to any agreement of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Seller, (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers Seller is a party or by which any of the Sellers Seller or any of their respective its properties are is bound in connection with the Business or (d) to Seller's and each Principal's knowledge, any Law statute, law, rule or arbitration award regulation applicable to any Seller. Schedule 3.4 lists each Assumed Liability (including each assumed contract) which requires the consent of, or a notice to, a third party for the assignment of the Sellers in connection with the Business; in each case such Assumed Liability to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) Buyer pursuant to be true and correct would be reasonably likely to have a Material Adverse Effectthis Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers Seller or Principals is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller or Principals or the consummation of the transactions contemplated hereby by this Agreement or thereby, except as required the Seller Ancillary Documents by the HSR Act and in connection with the transfer of LicensesSeller or Principals.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Shareholder of this Agreement and the Seller Shareholder Ancillary Documents, Documents and the consummation of the transactions contemplated hereby and thereby thereby: (a) will not create in any party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions hereof and thereof (b) do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, ) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (ai) any term or provision of the charter organizational or constituent documents of the Shareholder, the Company or any of the SellersSubsidiary, (bii) except as indicated on Schedule 4.124.13, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Subsidiaries, (ciii) any judgment, decree or order of any court or Governmental Entity or agency to which the Shareholder, the Company or any of the Sellers Subsidiary is a party or by which the Shareholder, the Company or any of the Sellers Subsidiary or any of their respective properties are bound in connection with the Business bound, or (div) any Law or arbitration award applicable to the Company or any Subsidiary, except in the cases of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in sub-clauses (bii), (ciii) and (div) of clause (b) where the violation, conflict, breach, default, loss of benefit, acceleration or failure to be true and correct would be reasonably likely to give notice will not have a Company Material Adverse EffectLoss. No Except for compliance with the requirements of the HSR Act, no consent, approval, order order, non-action or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers Subsidiary in connection with the execution, delivery or performance of this Agreement or the Seller Shareholder Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersBuyer's Charter or Bylaws, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable contract to any of which the Sellers in connection with the Business (provided that no representation Buyer is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Buyer is a party or by which any of the Sellers Buyer or any of their respective its properties are is bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to any the Buyer, except in the case of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), clause (c) and or (d) ), as would not have a Material Adverse Effect on the Business and Assets, taken as a whole. Except for such consents, approvals, orders or authorizations the failure of which to be true and correct obtain or make would be reasonably likely to not, individually or in the aggregate, have a Material Adverse Effect. No , no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Company in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict withwith in any material respect, constitute a material breach of or material default under, result in the loss of any material benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated set forth on Schedule 4.123.13, any Assumed Company Contract or any other contract, agreementmaterial Contract, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)its Subsidiaries, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company or any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effectits Subsidiaries. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except as required by the HSR Act and in connection with the transfer of Licensesset forth on Schedule 3.5.

Absence of Restrictions and Conflicts. The execution(a) Except as set forth in Schedule 3.5(a) of the Company Disclosure Schedule, the execution and delivery and performance by the Company of this Agreement and each Ancillary Agreement to which the Seller Ancillary DocumentsCompany is a party, do not, and the performance of its obligations hereunder will not, (i) conflict with or violate (A) the Articles of Incorporation or the bylaws of the Company, (B) the certificate or articles of incorporation, bylaws or equivalent organizational documents of any Subsidiary of the Company, in each case, as amended or supplemented, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, materially conflict with or materially violate any Law applicable to the Company or any Subsidiary, or by which any material property or asset of the Company or any of its Subsidiaries, is bound, or (iii) require any material consent or result in any material violation or material breach of or constitute (with or without notice or lapse of time or both) a material default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any material payments or result in the creation of a Lien or other encumbrance on any material property of the Company or any of its Subsidiaries, in all cases, pursuant to, any of the terms, conditions or provisions of any Material Contract. (b) Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement or any Ancillary Agreement, does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for the notification requirements of the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not prevent or materially delay consummation of the Transaction and the other transactions contemplated hereby by this Agreement or any Ancillary Agreement or reasonably be expected to be material to the business of the Company and thereby and its Subsidiaries. (c) Except as disclosed on Schedule 3.5(c), to the fulfillment Knowledge of and compliance the Company, none of the Company or any of its Subsidiaries produce, design, test, manufacture, fabricate or develop items that are classified as other than EAR99 in accordance with the terms and conditions hereof and thereof do not or shall not (as Commerce Control List under the case may be), with U.S. Export Administration Regulations. Neither the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Company nor any of the Sellersits Subsidiaries produces, designs, tests, manufactures, fabricates or develops a critical technology that is (bi) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers utilized in connection with the Business Company’s or any of its Subsidiaries’ activity in one or more pilot program industries, or (provided ii) to the Knowledge of the Company, designed specifically for use in one or more pilot program industries, as these terms are defined at 31 CFR Parts 800 and 801. (d) None of the Company or any of its Subsidiaries is performing or has performed any Government Contract that requires that the Company or any of its Subsidiaries possess a facility security clearance or that any of its employees possess an individual security clearance under the National Industrial Security Program Operating Manual (DOD 5220.22M) or any equivalent authorization. (e) Schedule 3.5(e) of the Company Disclosure Schedule lists the physical address of each facility of the Company and its Subsidiaries . To the Knowledge of the Company, no representation is given such facility abuts or has line of sight access to U.S. Department of Defense facilities or properties. (f) The Company and its Subsidiaries have for the past three (3) years conducted their export transactions in compliance in all material respects with applicable provisions of all U.S. import and export Laws (including those Laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599) and all comparable applicable export and import Laws outside the United States for each country where the Company and its Subsidiaries conduct business (“collectively, “Export Laws”). Without limiting the foregoing: (i) each of the Company and its Subsidiaries has obtained all export and import licenses, registrations, and other approvals required (collectively “Export Approvals”) for their respective exports or imports of products, software and technologies from or to the United States or any other country and re-exports of products, software and technologies subject to Export Laws; (ii) the Company and its Subsidiaries are in compliance in all material respects with the terms of all Export Approvals; (iii) as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals or Export Laws and to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any Knowledge of the Sellers is a party Company, there are no actions, conditions or by which any of circumstances pertaining to the Sellers Company or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required its Subsidiaries with respect to export or import transactions that would reasonably be expected to give rise to any material future claims; and (iv) the Company and its Subsidiaries have established, implemented, and maintained internal controls and procedures reasonably designed to promote compliance with all applicable Export Laws and Export Approvals. Schedule 3.5(f) of the Company Disclosure Schedule sets forth, to the Knowledge of the Company, the applicable export control classification number under the Commerce Control List (codified at 15 CFR Part 774) for the products and technologies of the Company and its Subsidiaries, indicating the basis for each such classification. None of the Company or any of its Subsidiaries is engaged in activities pertaining to hardware, software, or technologies subject to the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of LicensesU.S. Munitions List (codified at 22 CFR Part 121).

Absence of Restrictions and Conflicts. The execution, execution and -------------------------------------- delivery and performance of this Agreement and the Seller Company Ancillary DocumentsDocuments by the Company and the Sellers (as applicable) do not, and the consummation and performance of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of Company Ancillary Documents and compliance with the terms and conditions hereof of this Agreement and thereof do not or shall not the Company Ancillary Documents by the Company and the Sellers (as the case may be)applicable) will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under under, or create in any party the right to terminate, modify modify, or cancel, cancel (a) the Company's or any term Company Subsidiary's certificate of incorporation or provision by-laws; (b) except as set forth on Schedule 4.5, the Company Contracts or any other material contract, ------------- material agreement, material permit, franchise or material license applicable to the Company or the Business or applicable to any Company Subsidiary or the Sellers; (c) any Order of any Court or Governmental Entity to which the charter documents of Company, any Company Subsidiary or any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which the Company, any Company Subsidiary, any of the Sellers Sellers, or any of their respective the properties are bound in connection with of the Business Company or any Company Subsidiary is bound; or (d) any Law or arbitration award applicable to the Company, any Company Subsidiary or the Sellers; other than, in the case of clauses (b) or (c), any such violations, conflicts, breaches, defaults, losses, accelerations or rights to terminate, modify or cancel that individually or in the aggregate would not have a Company Material Adverse Effect or would not materially impair the ability of the Company or any Company Subsidiary to perform their respective obligations under this Agreement or the Company Ancillary Documents, or prevent the consummation of any of the Sellers in connection with transactions contemplated by this Agreement or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectCompany Ancillary Documents. No consent, approval, order Order or other authorization of, or registration, declaration declaration, or filing with, any Court or Governmental Entity is required with respect to the Company, any Company Subsidiary, or any of the Sellers in connection with the execution, delivery delivery, or performance by the Company or any Seller of this Agreement or the Seller Company Ancillary Documents Documents, or the consummation of the transactions contemplated hereby by this Agreement or therebythe Company Ancillary Documents, except as required by the HSR Act and in connection filing of (w) an Agreement of Merger with the transfer Delaware Secretary of LicensesState, (x) appropriate documents with the relevant authorities of other jurisdictions in which the Company or the Company Subsidiaries are qualified to do business, (y) the Ohio Permit, and (z) such other Order or other authorization of, or registration, declaration, or filing the failure of which to be obtained or made would not have a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement Agreement, the Purchaser Ancillary Documents to which the Seller is a party and the Seller Ancillary DocumentsDocuments to which the Seller is a party, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, result in the creation of any Liens upon any of the Purchased Assets or violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents articles of incorporation, articles of organization, bylaws or shareholders agreements or trust documents, as applicable, of any of the SellersSeller Party, (b) except as indicated on Schedule 4.124.3(a), any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease or other instrument Contract applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Seller, (c) any judgment, decree or order of any court or Governmental Entity or agency to which any of the Sellers Seller is a party or by which any of the Sellers or any of their respective its properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (bSeller. Except as indicated on Schedule 4.3(b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller in connection with the execution, delivery or performance of this Agreement Agreement, the Purchaser Ancillary Documents to which the Seller is a party, or the Seller Ancillary Documents to which the Seller is a Party, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller and Equity Holder Ancillary DocumentsDocuments by the Company and the Seller, the consummation by the Company and the Seller of the transactions contemplated hereby and thereby thereby, and the Company’s and the Seller’s fulfillment of of, and compliance with with, the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing passage of time or the giving of notice or both, (a) violate or conflict with, (b) constitute a breach of or default under, (c) result in the loss of any benefit under, (d) permit the acceleration of any obligation under or under, (e) create in any party the right to terminate, modify or cancel, (af) result in the creation of any Lien upon any of the Equity Interests or any assets of either Company under, or (g) require any authorization, consent, approval, waiver, exemption or other action by or notice or declaration to, or filing with, any Governmental Entity or other Person under (i) any term or provision of the charter documents of any Organizational Documents of the SellersCompany, (bii) except as indicated on Schedule 4.124.4, any Assumed Contract to which the Seller or the Company (or its assets, securities or businesses) is bound or affected, or (iii) any other contractLaw, agreement, permit, franchise, license, lease Permit or other instrument order or ruling of any court or Governmental Entity applicable to any of the Sellers in connection with Seller or the Business (provided that Company. Except as set forth on Schedule 4.4, no representation is given with respect to the Texaco Agreement)consent, (c) any judgmentwaiver, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consentPermit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity or other Person is required on the part of the Company or the Seller (or, as of the Closing Date with respect to any of the Sellers Seller Ancillary Documents, Newco) in connection with the execution, execution and delivery or performance by the Company and the Seller of this Agreement or the Seller Ancillary Documents Documents, the performance by the Company or the Seller of his, her or its obligations hereunder or thereunder, or the consummation by the Company or the Seller of the transactions contemplated hereby or thereby. The Company and the Seller has waived and hereby does waive (in such Seller’s individual capacity and as a shareholder, except as required by member, manager or officer of the HSR Act Company) any and in connection all rights of first refusal, preemptive rights or other rights or transfer restrictions under the Company’s Organizational Documents or any other Contract, instrument or document that are or could be deemed inconsistent with this Agreement or any of the transfer of Licensestransactions contemplated hereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Purchaser Ancillary Documents do not or shall and will not (as the case may be), (a) conflict with or result in any breach of any term or provision of the charter documents or by-laws of the Purchaser or the Parent, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any benefit under, under or permit the acceleration of any obligation under under, any material contract or create result in the creation of any party the right to terminateLien on any of its assets pursuant to, modify or cancel, (a) any term or provision of the charter documents of any of the Sellersterms, (b) except as indicated on Schedule 4.12conditions or provisions of any note, any Assumed Contract or any other contractbond, agreementmortgage, permitindenture, franchiselease, license, lease contract, agreement or other instrument applicable obligation to which the Purchaser or the Parent is a party or by which any of their properties or assets may be bound, which breach, default or result would have a Material Adverse Effect on the Sellers in connection with Purchaser or the Business (provided that no representation is given with respect to the Texaco Agreement)Parent, (c) violate any judgment, decree or order of any Governmental Entity Authority (as hereinafter defined) to which any of the Sellers Purchaser or the Parent is a party or by which any of the Sellers Purchaser, the Parent or any of their respective properties are bound in connection with the Business is bound, or (d) violate any Law statute, law, rule or arbitration award regulation applicable to any of the Sellers in connection with the Business; in each case Purchaser or to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct Parent which violation would be reasonably likely to have a Material Adverse EffectEffect on the Purchaser or the Parent. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required Authority with respect to any of the Sellers Purchaser or the Parent is required in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents by the Purchaser or the Parent or the consummation of the transactions contemplated hereby by this Agreement or therebyPurchaser Ancillary Documents by the Purchaser or the Parent, except for any such failure as required by would not have a Material Adverse Effect on the HSR Act and in connection with Purchaser or the transfer of LicensesParent.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby Merger and the fulfillment of and compliance with the terms and conditions hereof and thereof of this Agreement do not or shall not (as the case may be)and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (ai) any term or provision of the charter documents Articles of Incorporation or Bylaws of WFM or the Merger Subsidiary, (ii) any "WFM Material Contract" (as defined in Section 4.12), including, but not limited to, the credit facility agreement dated as of December 27, 1994 by and among WFM, certain of the SellersWFM Subsidiaries and Texas Commerce Bank National Association, as agent, and the note purchase agreement dated May 16, 1996 by and among WFM and the purchasers named therein, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (ciii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which WFM or any of the Sellers WFM Subsidiaries is a party or by which WFM or any of the Sellers WFM Subsidiaries or any of their respective properties are bound in connection with the Business is bound, or (div) any Law statute, law, regulation or arbitration award rule applicable to WFM or any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)WFM Subsidiaries other than such violations, (c) and (d) to be true and correct conflicts, breaches or defaults as would be reasonably likely to not have a WFM Material Adverse Effect. No Except for the filing of the Articles of Merger with the Secretary of State of Colorado, compliance with the applicable requirements of the HSR Act, the Securities Act, the Exchange Act and applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of WFM or the Sellers WFM Subsidiaries is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by WFM or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenseshereby. 4.

Absence of Restrictions and Conflicts. (a) The execution, delivery and performance of this Agreement Agreement, the Member Ancillary Documents and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (ai) any term or provision of the charter documents of Seller, including its certificate of formation and the Limited Liability Company Agreement, (ii) any Contract (other than the Existing ▇▇▇▇▇ Bahama License Agreement, the CIT Factoring Agreements and Seller's Lease) to which Seller is a party or by which it or any of the Sellersits assets are bound or otherwise subject, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (ciii) any judgment, decree or order of any Governmental Entity court or governmental entity or agency to which Seller or any of the Sellers Members is a party or by which Seller or any of the Sellers Members or any of their respective properties are bound in connection with the Business or (div) any Law Legal Requirements or arbitration award applicable to Seller, any of the Sellers in connection with Members or the Business; in each case to the extent any failure of the foregoing matters described in clauses . (b) Except as set forth in Schedule 4.3(b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consentSeller need not give any notice to, approval, order or authorization of, or registration, declaration or make any filing with, or obtain any Governmental Entity is required with respect Authorizations in order for the Parties to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of consummate the transactions contemplated hereby or thereby, except as required by this Agreement (including the HSR Act assignments and assumptions referred to in connection with the transfer of LicensesArticle II above).

Absence of Restrictions and Conflicts. The execution, ------------------------------------- delivery and performance of this Agreement and the Seller EPL Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the EPL Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof do the EPL Ancillary Documents does not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the SellersEPL, as amended to date, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Contract, (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers EPL is a party or by which any of the Sellers EPL or any of their respective its properties are is bound in connection with the Business or (d) any Law statute, law, rule or arbitration award regulation applicable to any EPL or its business. Except for compliance with the applicable requirements of the Sellers in connection with Securities Act, the Business; in each case to Securities Exchange Act of 1934, as amended (the extent any failure of the foregoing matters described in clauses (b"Exchange Act"), (c) and (d) to be true applicable state securities and correct would be reasonably likely to have a Material Adverse Effect. No environmental laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers EPL is required in connection with the execution, delivery or performance of this Agreement or the Seller EPL Ancillary Documents by EPL or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a material breach of or material default under, result in the material loss of any benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.124.14, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)its Subsidiaries, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company, any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection its Subsidiaries other than with the Business; in each case respect to the extent any failure of the foregoing matters described in clauses clause (b)) above any violation, (c) and (d) to be true and correct conflict, breach, default, loss, acceleration, termination, modification or cancellation that would be reasonably likely to have not result in a Material Adverse EffectEffect on the Company or any of its Subsidiaries. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of LicensesAct.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary DocumentsAgreements, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), (a) conflict with or violate the Organizational Documents, (b) conflict with or violate any Laws applicable to the Seller, or by which any of its assets or properties are bound, or (c) except as set forth on Schedule 3.4 and except for any Indebtedness to be paid at Closing pursuant to Section 2.2(c)(i) of this Agreement, result in any breach of or constitute a default (or an event that with the passing of time or the giving of notice or both, violate or conflict with, constitute both would become a breach of or default default) under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectLicense. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents Agreements or the consummation of the transactions contemplated hereby or thereby, except as required for such consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent, or materially alter or delay, any of the transactions contemplated by this Agreement or the HSR Act and in connection with the transfer of LicensesAncillary Agreements.

Absence of Restrictions and Conflicts. The Except as disclosed in SCHEDULE 3.3, the execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Company Ancillary Documents do not or shall and will not (as the case may be), (a) conflict with or result in any breach of any term or provision of the articles of organization or operating agreement of the Company, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any benefit under, under or permit the acceleration of any obligation under under, any Contract or create result in the creation of any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Lien on any of the Sellers, (b) except as indicated on Schedule 4.12Assets pursuant to, any Assumed Contract of the terms, conditions or provisions of any other contractnote, agreementbond, permitmortgage, franchiseindenture, lease, license, lease contract, agreement or other instrument applicable obligation to which the Company is a party or by which any of the Sellers in connection with the Business (provided that no representation its properties or assets is given with respect to the Texaco Agreement)bound, (c) or violate any judgment, decree or order of any Governmental Entity Authority (as hereinafter defined) to which any of the Sellers Company is a party or by which any of the Sellers Company or any of their respective its properties are is bound in connection with the Business or (d) any Law statute, law, rule or arbitration award regulation applicable to any of the Sellers Company. Except as set forth in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)Schedule 3.3, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority (a "GOVERNMENTAL AUTHORITY") with respect to the Company or any of the Sellers Principal Member is required in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents by the Company or any Principal Member or the consummation of the transactions contemplated hereby by this Agreement or thereby, except as required Company Ancillary Documents by the HSR Act and in connection with Company or any Principal Member, other than any such consent, approval, order, authorization, registration, declaration or filing that is obtained or made on or before Closing or the transfer of Licensesfailure to obtain or made would not reasonably be expected to have a Material Adverse Effect on the Company.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents by the Seller Parties do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (and with respect to subsection (b) and (d) only, as would have a material and adverse impact) (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated set forth on Schedule 4.122.13(b), any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Company Contracts, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers Seller Party is a party or by which the Company or any of the Sellers Seller Party or any of their respective properties are bound in connection with the Business bound, or (d) any Law statute, law, rule, regulation or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectSeller Party. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers Seller Party in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Purchaser Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation which Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to Purchaser, except in any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in under clauses (b), (c) and (d) to above, where, the loss, termination, breach, acceleration, modification or cancellation would not reasonably be true and correct would be reasonably likely expected to have a Material Adverse EffectEffect on Purchaser, or to materially impair Purchaser’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Purchaser or any of the Sellers its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, and except as required where the failure to obtain such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a Material Adverse Effect on Purchaser, or to materially impair Purchaser’s ability to consummate the transactions contemplated by the HSR Act and in connection with the transfer of Licensesthis Agreement.

Absence of Restrictions and Conflicts. The Except as set forth or qualified in Section 3.3 of the Disclosure Schedule, Sellers' execution, delivery delivery, and performance of this Agreement and the Seller Ancillary DocumentsAgreements, the Sellers' consummation of the transactions contemplated hereby and thereby by this Agreement and the Seller Ancillary Agreements, and Sellers' fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Agreements: (a) do not or shall and will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with) violate, constitute a breach or violation of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in give rise to any party right of termination under, any Law or Order applicable to such Seller; and (b) do not and will not (as the case may be) violate, constitute a breach or violation of or default under, permit the acceleration of any obligation under or give rise to any right to terminateof termination under, modify any Company Contract (as hereinafter defined), and (c) do not and will not (as the case may be) violate or cancel, (a) conflict with any term or provision of the charter documents, bylaws, operating agreements or organizational documents of any the Company. Except as set forth in Section 3.3 of the SellersDisclosure Schedule, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approvalOrder, order or authorization of, or registration, declaration declaration, or filing with, any Governmental Entity is required Authority, or with any third party with respect to any agreement or arrangement referred to in clause (a) of the Sellers preceding sentence, with respect to the Company, is required in connection with the execution, delivery delivery, or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licensesthis Agreement.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ancillary DocumentsDocuments by the Company and the Seller, the consummation by the Company and the Seller of the transactions contemplated hereby and thereby thereby, and the Company’s and the Seller’s fulfillment of of, and compliance with with, the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing passage of time or the giving of notice or both, (a) violate or conflict with, (b) constitute a breach of or default under, (c) result in the loss of any benefit under, (d) permit the acceleration of any obligation under or under, (e) create in any party the right to terminate, modify or cancel, (af) result in the creation of any Lien upon any of the Equity Interests or any assets of either Company under, or (g)require any authorization, consent, approval, waiver, exemption or other action by or notice or declaration to, or filing with, any Governmental Entity or other Person under (i) any term or provision of the charter documents of any Organizational Documents of the SellersCompany, (bii) except as indicated on Schedule 4.124.4, any Assumed Contract to which the Seller or the Company (or its assets, securities or businesses) is bound or affected, or (iii) any other contractLaw, agreement, permit, franchise, license, lease Permit or other instrument order or ruling of any court or Governmental Entity applicable to any of the Sellers in connection with Seller or the Business (provided that Company. Except as set forth on Schedule 4.4, no representation is given with respect to the Texaco Agreement)consent, (c) any judgmentwaiver, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consentPermit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity or other Person is required on the part of the Company or the Seller (or, as of the Closing Date with respect to any of the Sellers Seller Ancillary Documents, Newco) in connection with the execution, execution and delivery or performance by the Company and the Seller of this Agreement or the Seller Ancillary Documents Documents, the performance by the Company or the Seller of his, her or its obligations hereunder or thereunder, or the consummation by the Company or the Seller of the transactions contemplated hereby or thereby. The Company and the Seller has waived and hereby does waive (in such Seller’s individual capacity and as a shareholder, except as required by member, manager or officer of the HSR Act Company) any and in connection all rights of first refusal, preemptive rights or other rights or transfer restrictions under the Company’s Organizational Documents or any other Contract, instrument or document that are or could be deemed inconsistent with this Agreement or any of the transfer of Licensestransactions contemplated hereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary DocumentsOther Agreements, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Other Agreements do not or shall not (as the case may be)and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default Default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (ai) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the SellersSeller, (bii) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation which Seller is given with respect to the Texaco Agreement)a party, (ciii) any judgment, decree or order of any court or Governmental Entity Authority to which any of the Sellers Seller is a party or by which any of the Sellers Seller or any of their respective its properties are bound in connection with the Business is bound, or (div) any Law statute, law, regulation or arbitration award rule applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)Seller, (c) and (d) to be true and correct would be reasonably likely so as to have in the case of subsections (ii) through (iv) above, a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required Authority with respect to any of the Sellers Seller is required in connection with the execution, delivery or performance of this Agreement or the Other Agreements by Seller Ancillary Documents or the consummation of the transactions contemplated hereby by this Agreement or therebythe Other Agreements by Seller, except as required by the HSR Act and in connection with the transfer of Licensesfailure to obtain which would have a Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and Agreement, the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter organizational documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.124.14 and except for contracts with respect to the Revolver, the Term Debt, the ▇▇▇▇▇▇▇ Group Member Note, the MB Member Note and any other Indebtedness to be paid in connection with the consummation of the transactions contemplated by this Agreement, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect on the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Business, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company or any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case its Subsidiaries. Except for filings pursuant to the extent any failure of the foregoing matters described in clauses (b)HSR Act, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or Agreement, the Seller Company Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof hereunder and thereof thereunder do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable contract to any of which the Sellers in connection with the Business (provided that no representation Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any the Purchaser unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the Sellers in connection with Purchaser to consummate the Business; in each case to transactions contemplated hereby or by the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectPurchaser Ancillary Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Purchaser in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required other than those the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, materially impair the ability of the Purchaser to consummate the transactions contemplated by this Agreement or the HSR Act and in connection with the transfer of LicensesPurchaser Ancillary Documents.

Absence of Restrictions and Conflicts. The Subject to the obtaining of ------------------------------------- the Headquarters Landlord's Consent and the Headquarters Telephone Lessor's Consent contemplated by Section 6.1(c) hereof, the Store Landlords' Consents -------------- contemplated by Section 6.2(c) hereof and the Store Register Consents -------------- contemplated by Section 6.3(c) hereof, the execution, delivery and performance -------------- of this Agreement and the Seller Ancillary other ▇▇▇▇▇▇ Documents, the consummation of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of other ▇▇▇▇▇▇ Documents and the compliance by ▇▇▇▇▇▇ with the terms and conditions hereof of this Agreement and thereof the other ▇▇▇▇▇▇ Documents do not or shall not (as the case may be)and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents certificate of any incorporation or bylaws of the Sellers▇▇▇▇▇▇, (b) except as indicated on Schedule 4.12any term or provision of any material agreement to which ▇▇▇▇▇▇ is a party, any Assumed Contract including, without limitation, the Headquarters Lease, the Headquarters Telephone Lease or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Store Leases or Store Register Agreements, (c) any judgment, decree or order of any court or Governmental Entity Body to which any of the Sellers ▇▇▇▇▇▇ is a party or by which ▇▇▇▇▇▇, any of the Sellers Headquarters Assets or any of their respective properties are the Store Assets is bound in connection with the Business or (d) any Law statute, law, rule or arbitration award regulation applicable to any of ▇▇▇▇▇▇, the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement Headquarters Assets or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of LicensesStore Assets.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of of, and compliance with with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any of the SellersPurchaser or Parent, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Purchaser, Parent or their respective Subsidiaries, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser or Parent is a party or by which the Purchaser, Parent or any of the Sellers their respective Subsidiaries or any of their respective properties are is bound in connection with the Business or (d) any Law statute, Law, rule, arbitration, award or arbitration award regulation applicable to any the Purchaser or Parent, except for compliance with the applicable requirements of the Sellers in connection with the Business; HSR Act and any Foreign Antitrust Laws and in each case to case, except for such violations, conflicts, breaches, defaults or losses that individually or in the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to aggregate would not reasonably be true and correct would be reasonably likely expected to have a material adverse effect on the Purchaser's or Parent's ability to consummate the transactions or perform their respective obligations under this Agreement (a "Purchaser Material Adverse Effect"). No consent, approval, Consent or order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required with respect to the Purchaser, Parent or any of the Sellers their respective Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except as required by for filings under and compliance with the HSR Act, Foreign Antitrust Laws and the Exchange Act and such Consents or orders which would not, individually or in connection with the transfer of Licensesaggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and of the Seller Ancillary DocumentsTransaction Documents by the Purchaser do not and will not, and the consummation of the transactions contemplated hereby and thereby and by the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)other Transaction Documents will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or result in any violation of, or default under(with or without notice or lapse of time, result in the loss or both) under or give rise to a right of any benefit undertermination, permit the cancellation or acceleration of any obligation under or create to loss of a benefit or alteration of rights or obligations under, or result in the creation of any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Lien upon any of the Sellersproperties or assets of the Purchaser under, (bA) except as indicated on Schedule 4.12the articles of incorporation or Bylaws of the Purchaser, (B) any Assumed Contract loan or any other contract, credit agreement, permitnote, franchisebond, licensemortgage, indenture, reciprocal easement agreement, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)agreement, (c) any judgmentinstrument, decree permit, concession, contract, franchise or order of any Governmental Entity license to which any of the Sellers Purchaser is a party or by which any of the Sellers or any of their respective properties its assets are bound in connection with the Business bound, or (dC) subject to the governmental filings and other matters referred to in the following sentence, any Law or arbitration award Laws applicable to the Purchaser or its properties or assets, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would (x) have a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser or (y) prevent or delay in any material respect the consummation of any of the Sellers in connection with transactions contemplated hereby or by the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effectother Transaction Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to any of the Sellers Purchaser in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby or thereby, except for (A) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, as may be required by in connection with this Agreement and such transactions, (B) filings required under the HSR Act and (C) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in connection with any material respect the transfer consummation of Licensesany of the transactions contemplated hereby or by the other Transaction Documents or otherwise prevent the Company from performing its obligations under this Agreement or any other Transaction Document in any material respect or have, individually or in the aggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser.

Absence of Restrictions and Conflicts. (a) The execution, execution and delivery by the Purchaser and performance Willdan of this Agreement and the Seller Purchaser Ancillary DocumentsDocuments to which it is a party does not, and the consummation performance of the transactions contemplated hereby and thereby and Purchaser’s obligations hereunder will not, (i) conflict with or violate the fulfillment certificate of and compliance incorporation or bylaws of the Purchaser, (ii) conflict with or violate any Law applicable to the terms and conditions hereof and thereof do not Purchaser (with or shall not (as the case may be), with the passing without notice or lapse of time or the giving both), or by which any of notice its properties or bothassets is bound, violate or conflict with(iii) require any consent or result in any violation or breach of, or constitute a breach default or give to others any rights of termination, amendment, acceleration or default cancellation, under, or result in the loss triggering of any benefit underpayments or result in the creation of a Lien or other encumbrance on any of its properties or assets pursuant to, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellersterms, (b) except as indicated on Schedule 4.12conditions or provisions of any note, any Assumed Contract or any other contractbond, agreementmortgage, indenture, Contract, lease, license, permit, franchise, license, lease franchise or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity obligation to which any of the Sellers Purchaser is a party or by which any of the Sellers it or any of their respective its properties are bound in connection or assets is bound, except, with the Business or (d) any Law or arbitration award applicable respect to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (cii) and (d) iii), for any such conflicts, violations, breaches defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to be true and correct would be reasonably likely to have result in a Purchaser Material Adverse Effect. No . (b) The execution and delivery by the Purchaser and Willdan of this Agreement and the Purchaser Ancillary Documents to which it is a party does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyEntity, except as required by where the HSR Act and failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in connection with the transfer of Licensesaggregate, reasonably be expected to result in a Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement Agreement, the Management Agreements and the Seller Ancillary DocumentsRegistration Rights Agreement, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)and will not, with the passing passage of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (ai) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the SellersBuyer, (bii) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable contract which is material to any the business and operations of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Buyer and its subsidiaries taken as a whole, (ciii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers Buyer is a party or by which the Buyer or its properties is bound, or (iv) any statute, law, regulation or rule applicable to the Buyer, so as to have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectBuyer. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers Buyer is required in connection with the execution, delivery or performance of this Agreement, the Management Agreements and the Registration Rights Agreement or by the Seller Ancillary Documents Buyer or the consummation of the transactions contemplated hereby or and thereby, except as required by the HSR Act and failure to obtain which could reasonably be expected to have, individually or in connection with the transfer aggregate, a material adverse effect upon the assets, liabilities, results of Licensesoperations, financial condition, business or prospects of the Buyer.

Absence of Restrictions and Conflicts. (a) The execution, execution and delivery and performance of this Agreement does not, and the Seller Ancillary Documents, the consummation performance of the transactions contemplated hereby Purchaser’s and thereby and Merger Sub’s obligations hereunder will not, (i) conflict with or violate the fulfillment certificate of and compliance with the terms and conditions hereof and thereof do not incorporation or shall not (bylaws, or other organizational documents as the case may be), of the Purchaser or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.3(b) have been obtained and all filings and obligations described in Section 5.3(b) have been made, conflict with or violate any Law applicable to the passing Purchaser or Merger Sub (with or without notice or lapse of time or the giving both), or by which any of notice their properties or bothassets is bound, violate or conflict with(iii) require any consent or result in any violation or breach of, or constitute a breach of or default under, or result in the loss creation of a Lien or other encumbrance on any benefit underof their properties or assets pursuant to, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellersterms, (b) except as indicated on Schedule 4.12conditions or provisions of any note, any Assumed Contract or any other bond, mortgage, indenture, contract, agreement, permit, franchiselease, license, lease permit, franchise or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity obligation to which any of either the Sellers Purchaser or Merger Sub is a party or by which any of the Sellers they or any of their respective properties are bound in connection or assets is bound, except, with the Business or (d) any Law or arbitration award applicable respect to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (cii) and (d) iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to be true and correct would be reasonably likely to have result in a Purchaser Material Adverse Effect. No . (b) The execution and delivery by the Purchaser and Merger Sub of this Agreement do not, and the performance of their obligations hereunder will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity is required with respect to any Entity, except (i) (A) for the pre-merger notification requirements of the Sellers in connection with HSR Act, and (B) the executionfiling of a Certificate of Merger with, delivery and the acceptance for record thereof by, the Secretary of State of the State of Delaware, and (ii) where the failure to obtain such consents, approvals, authorizations or performance permits, or to make such filings or notifications would not (A) prevent or materially delay consummation of the Merger and the other transactions contemplated by this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and (B) reasonably be expected to result in connection with the transfer of Licensesa Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Company Ancillary Documents by the Company and the Sellers do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated set forth on Schedule 4.124.5, any Assumed Contract the Company Contracts (as hereinafter defined) or any other contract, agreement, permit, franchise, license, lease franchise or other instrument license applicable to any the Company or the business of the Sellers in connection with Company as a going concern (the Business (provided that no representation is given with respect "Business") or applicable to the Texaco Agreement)Sellers, (c) any judgment, decree or order Order of any Court or Governmental Entity to which the Company or any of the Sellers is a party or by which the Company or any of the Sellers or any of their respective properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Company, the Sellers in connection with or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order Order or other authorization of, or registration, declaration or filing with, any Court or Governmental Entity is required with respect to the Company or any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except (i) as required by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act Act") and in connection (ii) the filing of an Agreement of Merger with the transfer Secretary of LicensesState of the State of California.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, or result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter charter, bylaws, limited liability company agreement, partnership agreement or other similar governing documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.124.13(a), any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to the Company or any of its Subsidiaries or (c) to the Sellers in connection with Knowledge of the Business (provided that no representation is given Company, any Law applicable to the Company or any of its Subsidiaries, other than with respect to the Texaco Agreement), clauses (b) and (c) above any judgmentviolation, decree conflict, breach, default or order of any Governmental Entity loss that would not, individually or in the aggregate, reasonably be expected to which any of the Sellers is result in a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Company Material Adverse Effect. No consent, approval, registration, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by other than (i) the filing of the Articles of Merger for record with the State Department of Assessments and Taxation of the State of Maryland in accordance with the MGCL, (ii) compliance with any applicable requirements of the HSR Act or any competition, merger control, antitrust or similar Law, (iii) compliance with any applicable requirements of the Securities Act or the Exchange Act and (iv) such consents, approvals, registrations, orders, authorizations, notices and filings that would not, individually or in connection with the transfer of Licensesaggregate, reasonably be expected to result in a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and of the Seller Ancillary DocumentsTransaction Documents by the Investor do not and will not, and the consummation of the transactions contemplated hereby and thereby and by the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)other Transaction Documents will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or result in any violation of, or default under(with or without notice or lapse of time, result in the loss or both) under or give rise to a right of any benefit undertermination, permit the cancellation or acceleration of any obligation under or create to loss of a benefit or alteration of rights or obligations under, or result in the creation of any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Lien upon any of the Sellersproperties or assets of the Investor under, (bA) except as indicated on Schedule 4.12the articles of incorporation or Bylaws of the Investor, (B) any Assumed Contract loan or any other contract, credit agreement, permitnote, franchisebond, licensemortgage, indenture, reciprocal easement agreement, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)agreement, (c) any judgmentinstrument, decree permit, concession, contract, franchise or order of any Governmental Entity license to which any of the Sellers Investor is a party or by which any of the Sellers or any of their respective properties its assets are bound in connection with the Business bound, or (dC) subject to the governmental filings and other matters referred to in the following sentence, any Law or arbitration award Laws applicable to the Investor or its properties or assets, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would prevent or delay in any material respect the consummation of any of the Sellers in connection with transactions contemplated hereby or by the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effectother Transaction Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to any of the Sellers Investor in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by the Investor or the consummation by the Investor of the transactions contemplated hereby or thereby, except for (A) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, as may be required by the HSR Act and in connection with this Agreement and such transactions, and (B) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the transfer consummation of Licensesany of the transactions contemplated hereby or by the other Transaction Documents or otherwise prevent the Company from performing its obligations under this Agreement or any other Transaction Document in any material respect or have, individually or in the aggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Investor.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents(a) Except as set forth on Schedule 3.4(a), the consummation of the Acquisition and the other transactions contemplated hereby and thereby by this Agreement and the fulfillment Company Ancillary Documents does not and will not, (i) conflict with or violate the Company’s articles of and compliance incorporation or bylaws, each as amended to date, (ii) conflict with or violate any Law applicable to the terms and conditions hereof and thereof do Company, or by which any property or asset of the Company is bound, or (iii) require any consent which has not been previously obtained or shall not result in any violation or breach of or constitute (as the case may be), with the passing or without notice or lapse of time or the giving both) a default (or give to others any right of notice termination, amendment, acceleration or both, violate or conflict with, constitute a breach of or default cancellation) under, or result in the loss triggering of any benefit under, permit payments or result in the acceleration creation of any obligation under Lien or create in other encumbrance on any party the right to terminate, modify property or cancel, (a) any term or provision asset of the charter documents of any of the SellersCompany, (b) except as indicated on Schedule 4.12in all cases, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable pursuant to any of the Sellers in connection with terms, conditions or provisions of any Contract to which the Business (provided that no representation Company is given a party, except with respect to clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the Texaco Agreementaggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 3.4(b), (c) any judgment, decree or order the execution and delivery by the Company of any Governmental Entity the Company Ancillary Documents to which any of the Sellers it is a party or by which does not, and the performance of its obligations thereunder will not, require any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyEntity, except as required by where such consent, approval, authorization or permit has been previously obtained, such filing or notification has been previously made, or where the HSR Act and failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in connection with the transfer of Licensesaggregate, reasonably be expected to result in a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents by the Seller Parties do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated set forth on Schedule 4.122.13(b), any Assumed Contract the Company Contracts or any other contract, agreement, permit, franchise, license, lease franchise or other instrument license applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Seller Party, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers Seller Party is a party or by which the Company or any of the Sellers Seller Party or any of their respective properties are bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to the Company or any of Seller Party and to which the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to Seller Parties have a Material Adverse EffectKnowledge. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers Seller Party in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution(a) Except as set forth in Section 2.6(a) of the Company Disclosure Schedule, the execution and delivery by Holdings, the Company and performance the Stockholders of this Agreement and the Seller Ancillary Transaction Documents do not, and the performance of their obligations hereunder and pursuant to the Transaction Documents will not, (i) conflict with or violate the Company Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 2.6 have been obtained and all filings and obligations described in subsection (b) of this Section 2.6 have been made, conflict with or violate any Law applicable to the Company, or by which any property or asset of the Company is bound, or (iii) require any consent or notice or result in any violation or breach of or constitute (with or without notice or lapse of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a lien or other Encumbrance on any property or asset of the Company, in all cases, pursuant to, any of the terms, conditions or provisions of any Material Contract, except, with respect to clauses (ii) and (iii) such triggering of payments, liens, Encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults which would not reasonably be expected to result in a Material Adverse Effect. (b) The execution and delivery by Holdings, the Company and the Stockholders of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby Transaction does not, and the fulfillment performance of its obligations hereunder will not, require any consent, approval, order, authorization or Permit of, or filing with or notification to, any Governmental Authority or any third party Client, except (i) (A) for the notification requirements of the HSR Act and compliance with the terms ICA (B) the notices and conditions hereof consents referred to on Section 2.6(a) of the Company Disclosure Schedule, and thereof do not (ii) where the failure to obtain such consents, approvals, authorizations or shall Permits, or to make such filings or notifications would not (as A) prevent or materially delay consummation of the case may be), with the passing of time Transaction or the giving of notice or both, violate or conflict with, constitute a breach of or default under, (B) reasonably be expected to result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Shareholder of this Agreement and the Seller Shareholder Ancillary Documents, Documents and the consummation of the transactions contemplated hereby and thereby thereby: (a) will not create in any party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions hereof and thereof (b) do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, ) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (ai) any term or provision of the charter organizational or constituent documents of the Shareholder, the Company or any of the SellersSubsidiary, (bii) except as indicated on Schedule 4.124.13, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Subsidiaries, (ciii) any judgment, decree or order of any court or Governmental Entity or agency to which the Shareholder, the Company or any of the Sellers Subsidiary is a party or by which the Shareholder, the Company or any of the Sellers Subsidiary or any of their respective properties are bound in connection with the Business bound, or (div) any Law or arbitration award applicable to the Company or any Subsidiary, except in the cases of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in sub- clauses (bii), (ciii) and (div) of clause (b) where the violation, conflict, breach, default, loss of benefit, acceleration or failure to be true and correct would be reasonably likely to give notice will not have a Company Material Adverse EffectLoss. No Except for compliance with the requirements of the HSR Act, no consent, approval, order order, non-action or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers Subsidiary in connection with the execution, delivery or performance of this Agreement or the Seller Shareholder Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. (a) The execution, execution and delivery and performance of this Agreement and each Ancillary Agreement to which the Seller Ancillary DocumentsPurchaser is a party do not, and the consummation performance of the transactions contemplated hereby Purchaser’s obligations hereunder will not, (i) conflict with or violate the certificate of incorporation or bylaws of the Purchaser, (ii) assuming that all consents, approvals, authorizations and thereby other actions described in Section 5.3(b) have been obtained and all filings and obligations described in Section 5.3(b) have been made, materially conflict with or materially violate any Law applicable to the fulfillment of and compliance Purchaser (with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing without notice or lapse of time or the giving both), or by which any of notice its material properties or bothassets is bound, violate or conflict with(iii) require any material consent or result in any material violation or material breach of, or constitute a breach material default or give to others any material rights of termination, amendment, acceleration or default cancellation, under, or result in the loss triggering of any benefit undermaterial payments or result in the creation of a Lien or other encumbrance on any of its material properties or assets pursuant to, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellersterms, (b) except as indicated on Schedule 4.12conditions or provisions of any Contract, any Assumed Contract or any other contractindenture, agreementlicense, permit, franchise, license, lease franchise or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity obligation to which any of the Sellers Purchaser is a party or by which any of the Sellers it or any of their respective its properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses assets is bound. (b)) The execution and delivery by the Purchaser of this Agreement does not, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No the performance of its obligations hereunder will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyEntity, except as required by for (i) the notification requirements of the HSR Act and in connection with (ii) where the transfer failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not prevent or materially delay consummation of Licensesthe Transaction and the other transactions contemplated by this Agreement or reasonably be expected to be material to the Purchaser.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and of the Seller Ancillary DocumentsTransaction Documents by the Purchaser do not and will not, and the consummation of the transactions contemplated hereby and thereby and by the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)other Transaction Documents will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or result in any violation of, or default under(with or without notice or lapse of time, result in the loss or both) under or give rise to a right of any benefit undertermination, permit the cancellation or acceleration of any obligation under or create to loss of a benefit or alteration of rights or obligations under, or result in the creation of any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Lien upon any of the Sellersproperties or assets of the Purchaser under, (bA) except as indicated on Schedule 4.12the articles of incorporation or Bylaws of the Purchaser, (B) any Assumed Contract loan or any other contract, credit agreement, permitnote, franchisebond, licensemortgage, indenture, reciprocal easement agreement, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)agreement, (c) any judgmentinstrument, decree permit, concession, contract, franchise or order of any Governmental Entity license to which any of the Sellers Purchaser is a party or by which any of the Sellers or any of their respective properties its assets are bound in connection with the Business bound, or (dC) subject to the governmental filings and other matters referred to in the following sentence, any Law or arbitration award Laws applicable to the Purchaser or its properties or assets, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would prevent or delay in any material respect the consummation of any of the Sellers in connection with transactions contemplated hereby or by the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effectother Transaction Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to any of the Sellers Purchaser in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby or thereby, except for (A) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, as may be required by the HSR Act and in connection with this Agreement and such transactions, and (B) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the transfer consummation of Licensesany of the transactions contemplated hereby or by the other Transaction Documents or otherwise prevent the Company from performing its obligations under this Agreement or any other Transaction Document in any material respect or have, individually or in the aggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser.

Absence of Restrictions and Conflicts. The execution(a) Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, subject to the receipt of the Stockholder Approval, the execution and delivery and performance by the Company of this Agreement and the Seller Ancillary Documentsrelated transaction documents do not, and the performance of its obligations hereunder and pursuant to the related transaction documents will not, (i) conflict with or violate (A) the Certificate of Incorporation or the Bylaws, (B) the certificate or articles of incorporation, bylaws or equivalent organizational documents of any Subsidiary, as amended or supplemented, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 4.5 have been obtained and all filings and obligations described in subsection (b) of this Section 4.5 have been made, conflict with or violate any Law applicable to the Company or any Subsidiary, or by which any property or asset of the Company or any Subsidiary, is bound, or (iii) require any consent or result in any violation or breach of or constitute (with or without notice or lapse of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Subsidiary, in all cases, pursuant to, any of the terms, conditions or provisions of any Material Contract, except, with respect to clauses (ii) and (iii) such triggering of payments, Liens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults which would not reasonably be expected to result in a Company Material Adverse Effect. (b) The execution and delivery by the Company of this Agreement and the other transaction documents and the consummation of the contemplated transactions contemplated hereby and thereby (including the Merger) do not, and the fulfillment performance of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)its obligations hereunder will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of require any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order order, authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity is required with respect to or any third-party Client, except (i) (A) for the pre-merger notification requirements of the Sellers in connection with HSR Act, (B) the executionfiling of a Certificate of Merger with, delivery and the acceptance for record thereof by, the Secretary of State of the State of Delaware and (C) the notices and consents referred to on Section 4.5(a)(iii) of the Company Disclosure Schedule, and (ii) where the failure to obtain such consents, approvals, authorizations or performance permits, or to make such filings or notifications would not (A) prevent or materially delay consummation of the Merger and the other transactions contemplated by this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and (B) reasonably be expected to result in connection with the transfer of Licensesa Company Material Adverse Effect.

Absence of Restrictions and Conflicts. (a) The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (ai) any term or provision of the Certificate of Incorporation, the Bylaws or the other charter documents of any of the SellersCavalier Entity, (bii) any Company Contract, Customer Contract, Distributor Agreement, Cavalier License, Third Party License, (iii) except as indicated on Schedule 4.12would not have a Company Material Effect, any Assumed Contract or any other contract, document, agreement, permit, franchise, license, lease license or other instrument applicable to any of the Sellers Company, or (iv) assuming that all consents, approvals and authorizations contemplated by Section 4.5(b) have been obtained and all filings described in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)such clauses have been made, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Cavalier Entity is a party or by which any of the Sellers Cavalier Entity or any of their respective properties are bound in connection with the Business or (d) any Law applicable to any Cavalier Entity or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses Cavalier Entity. (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the The execution, delivery or and performance of this Agreement or and the Seller Company Ancillary Documents or by the Company and the consummation of the transactions contemplated hereby or therebythereby by the Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, except for (i) applicable requirements of the HSR Act, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the HSR Act DGCL, and in connection with the transfer of Licenses(iii) filings and consents, if any, under Foreign Antitrust Laws.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersSeller, (b) except as indicated on Schedule 4.124.11(a) of the Seller Disclosure Schedules, any Assumed Contract or any other contract, will, agreement, permit, franchise, license, lease license or other instrument applicable to which the Seller is a party or by which any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Assets may be materially affected, (c) any judgment, decree or order of any court or Governmental Entity or agency to which any of the Sellers Seller is a party or by which any of the Sellers Seller or any of their its respective properties properties, including the Assets, are bound in connection with the Business or (d) any Law or arbitration award applicable to the Seller, the Assets or the Business, except to the extent that any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described items in clauses (b), (c) and (d) to be true and correct above would not be reasonably likely to expected to, individually or in the aggregate, have a Material Adverse EffectEffect or materially impair the ability of the Seller to perform its obligations hereunder and consummate the transactions contemplated by this Agreement or the Seller Ancillary Documents. No Except as indicated on Schedule 4.3(a) of the Seller Disclosure Schedules, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter or other organizational or operational documents of any of the SellersBRF, BRFHH, BRFHH-S, or BRFHH-M, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, material permit, franchise, license, lease License or other instrument applicable to any of BRF, BRFHH, BRFHHS-S, or BRFHH-M or the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Business, (c) any Material Contract, (d) any material judgment, decree or order of any Governmental Entity to which any of the Sellers BRF, BRFHH, BRFHH-S, or BRFHH-M is a party or by which any of the Sellers BRF, BRFHH, BRFHH-S, or BRFHH-M or any of their respective properties are bound in connection with the Business or (de) any material Law or arbitration award in any material respect applicable to any of BRF, BRFHH, BRFHH-S, BRFHH-M, the Sellers in connection with Hospitals or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b). Except as disclosed on Schedule 4.3, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of BRF, BRFHH, BRFHH-S, BRFHH-M, the Sellers Hospitals or the Business in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.