Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), the execution and delivery by GM of the GM Transaction Agreements and the consummation of the transactions contemplated by the GM Transaction Agreements will not: (a) violate any provision of GM's Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy Statement; (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection with the Split-Off and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permits; except in the case of (b), (c) and (d) for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of on Schedule 3.03, neither the disclosure schedule delivered by GM to the Purchaser and dated as of the date execution or delivery of this Agreement (the "GM Disclosure Schedule"), the execution and delivery by GM of the GM Transaction Agreements and REXX nor the consummation of the transactions contemplated by the GM Transaction Agreements will notthis Agreement will: (a) violate any provision of GM's Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy Statement; (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time time, or both, would constitute a default) under, require the consent of any party under, or entitle any third party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify accelerate or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) under, under any of the terms, conditions or provisions of the Certificate of Incorporation or By-laws of REXX, or any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation of REXX filed as an exhibit to which GM or any the REXX SEC Documents (as defined in Section 3.07 of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) is a partythis Agreement); (cb) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to GM REXX or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries)properties or assets; or (dc) except as contemplated by the GM Transaction Agreements require REXX to obtain any action or the Merger Agreement, require any consent or approval of, or review by, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, with any third party party, court or Governmental Authoritygovernmental body or other agency, other than instrumentally or authority except for (i) authorization for listing the filing of the shares Certificate of Surviving Corporation Common Stock to be issued in connection Merger, together with the Split-Off and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), required officers' certificates; (ii) actions required by the HSR Act filing of a Form 8-K with the Securities and Exchange Commission ("SEC") and the competition laws of foreign jurisdictions, American Stock Exchange within fifteen (15) days after the Closing Date; (iii) registrations or other actions any filings as may be required under federal, applicable state securities laws; and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required the filing of the Registration Statement (as defined in Section 5.1(b) hereof) with respect to the ▇▇▇▇▇▇ Permits; except SEC in accordance with the case Securities Exchange Act of 1934, as amended (b), (cthe "Exchange Act") and (d) for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated clearance thereof by the GM Transaction AgreementsSEC to approve the Proxy Actions.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Parent or Sub nor the consummation of the transactions contemplated by the GM Transaction Agreements will nothereby will: (a) conflict with, or violate any provision of GM's the Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's byor By-laws (or the GM Board Policy Statementany similar organizational document) of Parent or any subsidiary of Parent; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) under, subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a partyparty or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to GM Parent or any of its Significant Subsidiaries subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval of the Share Issuance by Parent Stockholders, (ii) actions required, if any, by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and its SubsidiariesAntitrust Improvements act of 1976, as amended (the "HSR Act"); or , (diii) except as contemplated by approval of the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing quotation of the shares of Surviving Corporation Parent Common Stock to be issued in connection with the Split-Off Merger on NASDAQ, subject to official notice of issuance, and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iiiiv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement Agreement; except for any of the foregoing that are set forth in subsections (b), (c) or (ivd) notifications to or applications for consent from Governmental Authorities required with respect of Section 3.5 to the ▇▇▇▇▇▇ Permits; except Parent Disclosure Schedule or, in the case of (b), (c) and (d) ), for any of the foregoing thatthat would neither, in the aggregate, would not reasonably be expected to have a material adverse impact effect on GM's ability to consummate Parent nor prevent the consummation of the transactions contemplated by the GM Transaction Agreementshereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM 4.5 to the Purchaser Garfield Disclosure Schedule and dated as of the date of assuming that this Agreement (is approved by the "GM Disclosure Schedule")Garfield shareholders in accordance with the MBCA, neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Garfield, nor the consummation of the transactions contemplated by the GM Transaction Agreements will notthis Agreement will: (a) violate conflict with, or result in a breach of any provision of GM's Certificate of Incorporation (after giving effect to of, the GM Charter Amendment), GM's by-laws Garfield Articles or the GM Board Policy StatementGarfield By-laws; (b) except as to matters that would not, individually, or in the aggregate, be material to Garfield and its subsidiaries, taken as a whole, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the material properties or assets of GM Garfield or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) the subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Garfield or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) the subsidiaries is a party; (c) assuming compliance with the matters referred to in Section 4.5(d), violate any applicable order, writ, injunction, decree, statute, rule or regulation applicable to GM Garfield or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries)subsidiaries or any of their respective properties or assets, except for any such violations which would not have, either individually or in the aggregate, a Material Adverse Effect; or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by GM Garfield or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) affiliates with, any third party or any Governmental Authority, other than (i) authorization for listing approval of this Agreement by the shares holders of Surviving Corporation Garfield Common Stock to be issued Stock, in connection accordance with the SplitGarfield Articles, the Garfield By-Off laws and the Merger, as applicable, on the New York Stock Exchange ("NYSE")MBCA, (ii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iii) registrations actions required under any Antitrust Laws that if not made would, individually or in the aggregate, be likely to have a Material Adverse Effect or a material adverse effect on the ability of the parties to this Agreement to consummate the transactions contemplated herein, (iv) filings or other actions required under federal, United States federal and state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permits; except in the case of (b)Agreement, (cv) filing of the Articles of Merger, and (dvi) for any such other actions, consents, approvals, reviews, registrations and filings, the failure of the foregoing thatwhich to make or obtain would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction AgreementsMaterial Adverse Effect.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), the The execution and delivery by GM of the GM Transaction Agreements Agreements, the execution and delivery by Hughes of the Hughes Transac▇▇▇▇ ▇greements, and the consummation of the transactions contemplated by the GM Transaction Agreements and the Hughes Transaction Agreements will not: (a) violate any provision ▇▇▇▇▇▇ion of GM's the GM Certificate of Incorporation (after giving effect to the GM Charter Amendment), the bylaws of GM's by-laws or , the GM Board Policy Statement, the Hughes Certificate of Incorporation, the Hughes By-laws (after g▇▇▇▇▇ effect to the Hughes Charter Amendm▇▇▇▇) or the certificate of incorporation ▇▇ ▇▇e bylaws of any of Hughes' Subsidiaries; (b) violate, conflict with, or result in re▇▇▇▇ ▇n a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance liens, pledges, security interests, preemptive rights, charges, restrictions, claims or other encumbrances of any kind or nature (other than a Permitted Encumbrancecollectively, "Encumbrances") upon any of the properties or assets of GM or any of its Significant Subsidiaries (as defined below), other than ▇▇▇▇▇▇ Hughes and its Subsidiaries) under, under any of the terms, conditions or provisions o▇ ▇▇▇▇isions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ Hughes and its Subsidiaries) is a party; (c) violate any orderan▇ ▇▇▇▇r, writ, injunction, decree, statute, rule or regulation applicable to GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ Hughes and its Subsidiaries); or (d) except as contemplated contempl▇▇▇▇ by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ Hughes and its Subsidiaries) with, any third party or Governmental AuthorityGovernmen▇▇▇ ▇uthority, other than (i) authorization for listing or quotation of the shares of Surviving Corporation Hughes Class C Common Stock and Hughes Class A Common Stock to be issued ▇▇ ▇▇sued in connection with the Splitt▇▇ ▇▇in-Off and the Merger, as applicable, on the New York NYSE or the Nasdaq Stock Exchange Market ("NYSENasdaq"), subject to official notice of issuance, (ii) actions required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇d regulations promulgated thereunder (the "HSR Act Act"), and the competition any similar laws of foreign jurisdictions, and (iii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ PermitsAgreement; except in the case of (b), (c) and (d) for any of the foregoing that, in the aggregate, would could not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements or a Hughes Material Adverse Effect or a material adverse effect on H▇▇▇▇▇' ability to consummate the transactions contemplated ▇▇ ▇▇e Hughes Transaction Agreements. (e) For the purposes of this Agreement, the following terms shall have the following meanings:

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 2.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Parent Disclosure Schedule"), the execution and delivery by GM each Selling Party of this Agreement and the GM Transaction Related Agreements at the time of execution and delivery and the consummation of the transactions contemplated by the GM Transaction Agreements hereby and thereby will not: (a) violate any provision of GM's Certificate the certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's incorporation or by-laws (or the GM Board Policy Statementequivalent organizational documents) of such Selling Party or any of such Selling Party's subsidiaries; (b) in any material respect violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a default) under, require the consent of any party Person or the giving of notice to any Person under, or entitle any party Party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify modify, impose any monetary or other economic penalty or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) encumbrance upon any of the properties or assets of GM such Selling Party or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) such Selling Party's subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other licenselicenses (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), contract, undertaking, agreement, lease or other instrument or obligation to which GM such Selling Party or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) such Selling Party's subsidiaries is a party; (c) violate in any material respect any order, writ, injunction, decree, statute, rule or regulation (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below) applicable to GM such Selling Party or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries)such Selling Party's subsidiaries; or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any material consent or approval of, of or registration or filing by GM such Selling Party or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) affiliates with, any third party or any federal, national, supranational, state, county, provincial, local, foreign or similar government, governmental agency, administrative or regulatory authority, department, commission, board, agency or instrumentality, or any court, tribunal or judicial or arbitral body (each, a "Governmental Authority, other than Entity") which has not been received or made except for (i) authorization for listing any such consent or approval of the shares of Surviving Corporation Common Stock to be issued in connection or registration or filing with the Split-Off and the Merger, as applicable, on the New York Stock Exchange Federal Communications Commission ("NYSEFCC"), any state public service or public utilities commission (each, a "State PUC"), and any municipal franchising authority (each, a "Municipal Franchising Authority") having regulatory authority over the business of such Selling Party or its subsidiaries as conducted in any given jurisdiction and described on Section 2.3(d) of the Parent Disclosure Schedule, and (ii) actions required by the HSR requirements of the Securities Act and of 1933, as amended (the competition laws "Securities Act"), the Exchange Act of foreign jurisdictions1934, as amended (iii) registrations or other actions required under federalthe "Exchange Act"), state and foreign securities or "blue sky" laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permits; except in the case of (b), (c"Blue Sky Laws") and (dstate takeover laws and described on Section 2.3(d) for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction AgreementsParent Disclosure Schedule.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Office Depot, Merger Sub Two or Merger Sub Three nor the consummation of the transactions contemplated by Transactions or the GM Transaction Agreements will notBylaw Amendment will: (a) violate conflict with, or result in a breach of any provision of, the Office Depot Charter or the Office Depot Bylaws, the certificate of GM's Certificate incorporation or bylaws of Incorporation Merger Sub Two or the certificate of formation or limited liability company agreement of Merger Sub Three, subject to (after giving effect i) receipt of the Office Depot Stockholder Approval, (ii) adoption of this Agreement by Office Depot in its capacity as sole stockholder of Merger Sub Two with respect to the GM Charter Amendment), GM's by-laws or Second Merger and (iii) approval of this Agreement by Office Depot as the GM Board Policy Statementsole member of Merger Sub Three with respect to the Third Merger; (b) assuming compliance with the matters referred to in Section 3.5(d), violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM Office Depot or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Office Depot or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a party; (c) violate any orderapplicable laws, writstatutes, injunctionrules, decreeregulations, statutelegally binding policies or guidelines promulgated, rule or regulation judgments, decisions or orders entered by any Governmental Authority (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Law”) applicable to GM Office Depot or any of its Significant Subsidiaries subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Office Depot or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, mediator, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (i) (A) receipt of the Office Depot Stockholder Approval, (B) adoption of this Agreement by Office Depot in its capacity as sole stockholder of Merger Sub Two with respect to the Second Merger and (C) approval of this Agreement by Office Depot as the sole member of Merger Sub Three with respect to the Third Merger, (ii) authorization for inclusion of the shares of Office Depot Common Stock to be issued pursuant to this Agreement on the NYSE, subject to official notice of issuance, (iii) actions required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries); or Antitrust Improvements Act of 1976, as amended (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection together with the Split-Off rules and regulations thereunder, the Merger, as applicable, on the New York Stock Exchange ("NYSE"“HSR Act”), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iiiiv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement Agreement, (v) the Delaware Filings, and (vi) consents or approvals of, or notifications to, any Governmental Authority (ivincluding under Antitrust Laws) notifications to or applications for consent from Governmental Authorities required with respect set forth in Section 3.5(d)(vi) to the ▇▇▇▇▇▇ PermitsOffice Depot Disclosure Schedule; except in the case of clauses (b), (c) and (d) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Office Depot or a material adverse impact effect on GM's the ability of Office Depot to consummate any of the transactions contemplated by the GM Transaction Agreementsthis Agreement.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement or the other Transaction Agreements by GM or any of its subsidiaries (other than with respect to actions taken by ▇▇▇▇▇▇ and the subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the GM Transaction Agreements and HEC Reorganization) nor the consummation of the transactions on the part of GM or any such subsidiary contemplated by the GM Transaction Agreements will nothereby or thereby will: (a) violate conflict with, or result in a breach of any provision of GM's Certificate the certificate of Incorporation (after giving effect to the incorporation or bylaws of GM Charter Amendment), GM's by-laws or the GM Board Policy Statementany such subsidiary; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM or any of its Significant Subsidiaries subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) underthe subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization), under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiariesthe subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM or any of its Significant Subsidiaries subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries); orthe subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) or any of their properties or assets; (d) except as contemplated by the GM Transaction Agreements or ▇▇▇▇▇▇ Distribution Agreement and the ▇▇▇▇▇▇ Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by GM or any of its Affiliates subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiariesthe subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) with, any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) authorization for listing of the shares of Surviving Corporation ▇▇▇▇▇▇ Class A Common Stock to be issued in connection with the Split▇▇▇▇▇▇ Spin-Off and the Merger, as applicable, Merger on the New York Stock Exchange ("NYSE")Exchange, subject to official notice of issuance, (ii) actions required by the HSR ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the competition laws of foreign jurisdictionsrules and regulations promulgated thereunder (the "HSR Act"), and other similar foreign, federal and state laws, and (iii) registrations or other actions required under federalforeign, federal and state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permitslaws; except in the case of (b), (c) and (d) ), for any of the foregoing that, individually or in the aggregate, would not reasonably be expected to neither have a material adverse impact effect on GM's the ability of GM and its subsidiaries (other than ▇▇▇▇▇▇ and the subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) to consummate the transactions on their parts contemplated hereby and by the other Transaction Agreements to which GM Transaction Agreementsor any such subsidiary, as applicable, is a party nor materially delay the ability of GM or any such subsidiary to consummate such transactions.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 3.5 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Corporations' Disclosure Schedule"), neither the execution and delivery by GM of the GM Transaction Agreements and this Agreement nor the consummation of the transactions contemplated by the GM Transaction Agreements will nothereby will: (a) violate 3.5.1 conflict with, or result in a breach of any provision of, the organizational documents of GM's Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy StatementCorporations; (b) 3.5.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) the Consolidated Companies under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease lease, arrangement, understanding or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) the Consolidated Companies is a party; (c) 3.5.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM any of the Consolidated Companies or any of its Significant Subsidiaries (their respective properties or assets; or 3.5.4 require any action or consent or approval of, or review by, or registration or filing by the Corporations or any of their Affiliates with, any third party or any Governmental Authority, other than actions required by the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any Antitrust Improvements Act of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection with the Split-Off and the Merger1976, as applicable, on amended (the New York Stock Exchange ("NYSEHSR Act"), the United States Food, Drug and Cosmetics Act (iithe "FDA Act") actions required by the HSR Act and the competition laws of foreign jurisdictions, (iii) registrations or other actions required under federal, any state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect law comparable to the ▇▇▇▇▇▇ PermitsFDA Act; except in the case of (b)Sections 3.5.2, (c) 3.5.3 and (d) 3.5.4 for any of the foregoing thatthat could not, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Change with respect to the Consolidated Companies or a material adverse impact effect on GM's the ability of the parties hereto to consummate the transactions contemplated by the GM Transaction Agreementshereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Parent or Sub nor the consummation of the transactions contemplated by the GM Transaction Agreements will nothereby will: (a) conflict with, or violate any provision of GM's the Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's byor By-laws (or the GM Board Policy Statementany similar organizational document) of Parent or any subsidiary of Parent; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both9 14 otherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) under, subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a partyparty or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to GM Parent or any of its Significant Subsidiaries subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval of the Share Issuance by Parent Stockholders, (ii) actions required, if any, by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ and its SubsidiariesAntitrust Improvements act of 1976, as amended (the "HSR Act"); or , (diii) except as contemplated by approval of the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing quotation of the shares of Surviving Corporation Parent Common Stock to be issued in connection with the Split-Off Merger on NASDAQ, subject to official notice of issuance, and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iiiiv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement Agreement; except for any of the foregoing that are set forth in subsections (b), (c) or (ivd) notifications to or applications for consent from Governmental Authorities required with respect of Section 3.5 to the ▇▇▇▇▇▇ Permits; except Parent Disclosure Schedule or, in the case of (b), (c) and (d) ), for any of the foregoing thatthat would neither, in the aggregate, would not reasonably be expected to have a material adverse impact effect on GM's ability to consummate Parent nor prevent the consummation of the transactions contemplated by the GM Transaction Agreementshereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), the The execution and delivery by GM of the GM Transaction Agreements Agreements, the execution and delivery by ▇▇▇▇▇▇ of the ▇▇▇▇▇▇ Transaction Agreements, and the consummation of the transactions contemplated by the GM Transaction Agreements and the ▇▇▇▇▇▇ Transaction Agreements will not: (a) violate any provision of GM's the GM Certificate of Incorporation (after giving effect to the GM Charter Amendment), the bylaws of GM's by-laws or , the GM Board Policy Statement, the ▇▇▇▇▇▇ Certificate of Incorporation, the ▇▇▇▇▇▇ By- laws (after giving effect to the ▇▇▇▇▇▇ Charter Amendments) or the certificate of incorporation or the bylaws of any of ▇▇▇▇▇▇' Subsidiaries; (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance liens, pledges, security interests, preemptive rights, charges, restrictions, claims or other encumbrances of any kind or nature (other than a Permitted Encumbrancecollectively, "Encumbrances") upon any of the properties or assets of GM or any of its Significant Subsidiaries (as defined below), other than ▇▇▇▇▇▇ and its Subsidiaries) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing or quotation of the shares of Surviving Corporation ▇▇▇▇▇▇ Class C Common Stock and ▇▇▇▇▇▇ Class A Common Stock to be issued in connection with the SplitSpin-Off and the Merger, as applicable, on the New York NYSE or the Nasdaq Stock Exchange Market ("NYSENasdaq"), subject to official notice of issuance, (ii) actions required by the HSR ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the competition rules and regulations promulgated thereunder (the "HSR Act"), and any similar laws of foreign jurisdictions, and (iii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ PermitsAgreement; except in the case of (b), (c) and (d) for any of the foregoing that, in the aggregate, would could not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements or a ▇▇▇▇▇▇ Material Adverse Effect or a material adverse effect on ▇▇▇▇▇▇' ability to consummate the transactions contemplated by the ▇▇▇▇▇▇ Transaction Agreements. (e) For the purposes of this Agreement, the following terms shall have the following meanings:

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and OfficeMax, Mapleby Holdco or Merger Sub One nor the consummation of the transactions contemplated by the GM Transaction Agreements will notTransactions will: (a) violate conflict with, or result in a breach of any provision of, the OfficeMax Certificate or the OfficeMax Bylaws or the certificates of GM's Certificate incorporation or bylaws of Incorporation Mapleby Holdco or Merger Sub One, subject to (after giving effect i) the receipt of the OfficeMax Stockholder Approval, (ii) adoption of this Agreement by Mapleby Holdco in its capacity as sole stockholder of Merger Sub One with respect to the GM Charter Amendment)First Merger, GM's by-laws or (iii) adoption of this Agreement by OfficeMax in its capacity as sole stockholder of Mapleby Holdco with respect to the GM Board Policy StatementSecond Merger and (iv) approval by Mapleby Holdco in its capacity as sole stockholder of OfficeMax with respect to the LLC Conversion; (b) assuming compliance with the matters referred to in Section 4.5(d), violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM OfficeMax or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM OfficeMax or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation Applicable Law applicable to GM OfficeMax or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries)subsidiaries or any of their respective properties or assets; or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by GM OfficeMax or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) affiliates with, any third party or any Governmental Authority, other than (i) authorization for listing (A) receipt of the shares OfficeMax Stockholder Approval, (B) adoption of Surviving Corporation Common Stock this Agreement by Mapleby Holdco in its capacity as sole stockholder of Merger Sub One with respect to be issued in connection with the Split-Off and the First Merger, (C) adoption of this Agreement by OfficeMax in its capacity as applicable, on sole stockholder of Mapleby Holdco with respect to the New York Stock Exchange Second Merger and ("NYSE")D) approval by Mapleby Holdco in its capacity as sole stockholder of OfficeMax with respect to the LLC Conversion, (ii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iii) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement or Agreement, (iv) the Delaware Filings, and (v) consents or approvals of, or notifications to or applications for consent from to, any Governmental Authorities required with respect Authority (including under Antitrust Laws) set forth in Section 4.5(d)(v) to the ▇▇▇▇▇▇ PermitsOfficeMax Disclosure Schedule; except in the case of clauses (b), (c) and (d) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OfficeMax or a material adverse impact effect on GM's the ability of OfficeMax to consummate any of the transactions contemplated by the GM Transaction Agreementsthis Agreement.

Conflicts; Consents and Approvals. Except as set forth in on Section 4.3 3.5 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Parent Disclosure Schedule"), neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Parent or Merger Sub nor the consummation of the transactions contemplated by the GM Transaction Agreements will notthis Agreement will: (a) violate conflict with, or result in a breach of any provision of GM's Parent’s Certificate or Parent’s Bylaws, Merger Sub’s Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy StatementMerger Sub’s Bylaws or Second Merger Sub’s Certificate of Incorporation or Second Merger Sub’s Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party individual or entity (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a party; (c) violate violate, or conflict with, any orderApplicable Law; or (d) require any action or consent or approval of, writor review by, injunction, decree, statute, rule or regulation applicable to GM registration or filing by Parent or any of its Significant Subsidiaries subsidiaries with, any third party or any local, domestic, foreign or multinational government, court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, entity, instrumentality, department, board, or authority (each of the foregoing, a “Governmental Authority”), other than (i) actions required by the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries); or Antitrust Improvements Act of 1976, as amended (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection together with the Split-Off rules and regulations promulgated thereunder, the Merger“HSR Act”) and Applicable Laws, as applicable, on the New York Stock Exchange rules and regulations in foreign jurisdictions governing antitrust or merger control matters ("NYSE"“Foreign Antitrust Laws”), (ii) actions required by the HSR Act compliance with any United States federal and the competition state securities laws of foreign jurisdictionsand any other applicable takeover laws, (iii) registrations or other actions required under federalthe filing with the Delaware Secretary of State of the Certificate of Merger, state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permitsappropriate filings and approvals under the NYSE rules; except in the case of clauses (b), (c) and (d) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact Material Adverse Effect on GM's ability to consummate the transactions contemplated by the GM Transaction AgreementsParent or Merger Sub.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and PhotoWorks nor the consummation of the transactions contemplated by the GM Transaction Agreements will nothereby will: (a) violate conflict with, or result in a breach of any provision of GM's Certificate of Incorporation (after giving effect to of, the GM Charter Amendment), GM's by-laws PhotoWorks Articles or the GM Board Policy StatementPhotoWorks Bylaws or the equivalent organizational documents of any PhotoWorks Subsidiary; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party A-15 under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the properties or assets of GM PhotoWorks or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) PhotoWorks Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) PhotoWorks is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM PhotoWorks or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries)PhotoWorks Subsidiary; or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by GM PhotoWorks or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) PhotoWorks Subsidiary with, any third party or any Governmental Authority, other than (i) authorization for listing the filing of the shares Articles of Surviving Corporation Common Stock to be issued in connection Merger with the Split-Off and the Merger, as applicable, on the New York Stock Exchange ("NYSE")Washington Secretary of State, (ii) actions the filings with the SEC required by under the HSR Act and the competition laws of foreign jurisdictionsExchange Act, (iii) the PhotoWorks Shareholder Approval, if required by Applicable Law to approve the Merger, (iv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement and (vi) consents or (iv) notifications to or applications for consent from approvals of any Governmental Authorities required with respect to Authority set forth in Section 6.7 of the ▇▇▇▇▇▇ PermitsPhotoWorks Disclosure Schedule; except in the case of clause (b), (c) and or (d) for any of the foregoing thatthat are set forth in Section 6.7 of the PhotoWorks Disclosure Schedule, and in the case of clauses (b) through (d) for any of the foregoing that would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction AgreementsPhotoWorks Material Adverse Effect.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 5.5 of the disclosure schedule delivered by GM to the Purchaser and dated as Company Disclosure Schedule, none of the date execution or delivery of this Agreement (by the "GM Disclosure Schedule")Company, the execution and delivery by GM of the GM Transaction Agreements and nor the consummation of the transactions contemplated Transactions or compliance by the GM Transaction Agreements will notCompany with any of the provisions hereof will: (a) violate conflict with, or result in a violation of any provision of GM's of, the Certificate of Incorporation (after giving effect or Bylaws of the Company or any of its subsidiaries, each as amended to the GM Charter Amendment), GM's by-laws or the GM Board Policy Statementdate; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the properties or assets of GM the Company or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM the Company or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule Applicable Law or regulation Order applicable to GM the Company or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries)subsidiaries or their respective properties or assets; or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by GM the Company or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries or affiliates with, any third party or of Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection with the Split-Off and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iii) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement Agreement, (ii) compliance with the requirements of the NYSE, (iii) in connection, or in compliance with, the Required Regulatory Approvals, or (iv) notifications the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents required to be filed with the relevant authorities of other states in which the Parent, Merger Sub or applications for consent from Governmental Authorities required with respect the Company are qualified to the ▇▇▇▇▇▇ Permitsdo business; except for any of the foregoing in the case of clauses (b), (c) and or (d) for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction AgreementsMaterial Adverse Effect.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), Neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Parent or Sub nor the consummation of the transactions contemplated by the GM Transaction Agreements will nothereby will: (a) conflict with, or violate any provision of GM's the Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's byor By-laws (or the GM Board Policy Statementany similar organizational document) of Parent or any subsidiary of Parent; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) under, subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a partyparty or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to GM Parent or any of its Significant Subsidiaries subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval of the Share Issuance by Parent Stockholders, (ii) actions required, if any, by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiariesitrust Improvements act of 1976, as amended (the "HSR Act"), (iii) with, any third party or Governmental Authority, other than (i) authorization for listing approval of the quotation of the shares of Surviving Corporation Parent Common Stock to be issued in connection with the Split-Off Merger on NASDAQ, subject to official notice of issuance, and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iiiiv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement Agreement; except for any of the foregoing that are set forth in subsections (b), (c) or (ivd) notifications to or applications for consent from Governmental Authorities required with respect of Section 3.5 to the ▇▇▇▇▇▇ Permits; except Parent Disclosure Schedule or, in the case of (b), (c) and (d) ), for any of the foregoing thatthat would neither, in the aggregate, would not reasonably be expected to have a material adverse impact effect on GM's ability to consummate Parent nor prevent the consummation of the transactions contemplated by the GM Transaction Agreementshereby.

Conflicts; Consents and Approvals. Except as set forth in on Section 4.3 3.5 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Parent Disclosure Schedule"), neither the execution and delivery of this Agreement by GM of the GM Transaction Agreements and Parent or Merger Sub nor the consummation of the transactions contemplated by the GM Transaction Agreements will notthis Agreement will: (a) violate conflict with, or result in a breach of any provision of GM's Parent’s Certificate or Parent’s Bylaws, Merger Sub’s Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy StatementMerger Sub’s Bylaws or Second Merger Sub’s Certificate of Incorporation or Second Merger Sub’s Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party individual or entity (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM Parent or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) subsidiaries is a party; (c) violate violate, or conflict with, any orderApplicable Law; or (d) require any action or consent or approval of, writor review by, injunction, decree, statute, rule or regulation applicable to GM registration or filing by Parent or any of its Significant Subsidiaries subsidiaries with, any third party or any local, domestic, foreign or multinational government, court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, entity, instrumentality, department, board, or authority (each of the foregoing, a “Governmental Authority”), other than (i) actions required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries); or Antitrust Improvements Act of 1976, as amended (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection together with the Split-Off rules and regulations promulgated thereunder, the Merger“HSR Act”) and Applicable Laws, as applicable, on the New York Stock Exchange rules and regulations in foreign jurisdictions governing antitrust or merger control matters ("NYSE"“Foreign Antitrust Laws”), (ii) actions required by the HSR Act compliance with any United States federal and the competition state securities laws of foreign jurisdictionsand any other applicable takeover laws, (iii) registrations or other actions required under federalthe filing with the Delaware Secretary of State of the Certificate of Merger, state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permitsappropriate filings and approvals under the NYSE rules; except in the case of clauses (b), (c) and (d) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact Material Adverse Effect on GM's ability to consummate the transactions contemplated by the GM Transaction AgreementsParent or Merger Sub.