Common use of Conflicts; Consents of Third Parties Clause in Contracts

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 6.4(a), none of the execution and delivery by Seller Parent and Purchaser of this Agreement or by Seller of and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby or therebythereby , or compliance by Seller Parent and Purchaser with any of the provisions hereof or thereof do not and will not (A) conflict with, or result in any violation of or default (with or without notice or lapse of time, time or both) under, or (B) give rise to a right of termination or cancellation under any provision of of: (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; Parent and Purchaser; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Parent or Purchaser is a party or by which any of the properties or assets of Seller Parent or Purchaser are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), than such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect; (iii) any Order of any Governmental Body applicable to Parent or Purchaser or any of the properties or assets of Parent or Purchaser as of the date hereof; or (iv) any applicable Law. (b) To the knowledge of SellerExcept as set forth on Schedule 6.4(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent or Purchaser in connection with the execution and delivery of this Agreement or and the Seller Ancillary Documents, the compliance by Seller Parent or Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Purchaser of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make make, would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by the Seller of this Agreement or by Seller of the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation or permit the termination or cancellation (whether after the giving of or default (with or without notice or the lapse of time, time or both) underof any rights or obligations, or give rise to result in a right loss of termination any benefit or cancellation imposition of any penalties, under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which the Seller is a party or by which any of the its properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; bound or (iv) subject to entry of the Sale Order, any applicable Law, other than, result in the case creation of clauses or imposition of any Liens (ii), (iiiother than Liens created by or on behalf of Focus Media) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effecton the Repurchased ADSs. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement or Agreement, the Seller DocumentsDocuments and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, the (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) any filing required with the U.S. Securities and Exchange Commission to disclose the entry of into this Agreement and the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effecttransactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by each Seller of this Agreement and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, the consummation of the transactions contemplated hereby or thereby, or and thereby and compliance by such Seller with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Seller to make any payment under or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the Purchased Assets or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Bidding Procedures Order and the Sale Order, any Contract or Permit to which such Seller is a party or by which any of the properties or assets of such Seller are bound; (iii) subject to entry of the Bidding Procedures Order and the Sale Order, any Order of any Governmental Body applicable to such Seller or any of the properties or assets of Seller as of the date hereofsuch Seller; or (iv) subject to entry of the Bidding Procedures Order and the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectare not, individually or in the aggregate, material. (b) To Except as set forth on Schedule 5.3(b) and except to the knowledge of Sellerextent not required if the Bidding Procedures Order and the Sale Order are entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Sellers in connection with the execution and delivery of this Agreement or the Seller Documentsany other agreement, document or instrument contemplated hereby or thereby to which it is a party, the compliance by Seller Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Sellers of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, (ii) the entry of the Bidding Procedures Order and the Sale Order, (iii) compliance with the requirements of New Jersey's Industrial Site Recovery Act (N.J.S.A. 13:1K and N.J.A.C. 7:26B), if applicable, and (iiiv) such other immaterial consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller the Purchaser Parties of this Agreement or by Seller of the Seller DocumentsAncillary Agreements, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller the Purchaser Parties with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the certificate of incorporation and bylaws or comparable organizational and governing documents of any Purchaser Party or any of its Subsidiaries, (ii) conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Orderrequire a consent or waiver under, any Contract or Permit to which Seller any Purchaser Party or any of its Subsidiaries, is a party or by which any of the properties its properties, rights or assets of Seller are bound; is bound or (iii) subject to entry of violate any Order or, assuming compliance with the Sale Orderrequirements set forth in Section 6.2(b), any Order of any Governmental Body Law, applicable to Seller any Purchaser Party or any of the properties its Subsidiaries or by which any of its properties, rights or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Orderare bound, any applicable Law, other than, except in the case of clauses (ii) through (iii), (iii) and (iv)for such matters that, such conflictsindividually or in the aggregate, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Datatel Material Adverse Effect. (b) To the knowledge of Seller, no No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller any Purchaser Party or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Seller Documents, Ancillary Agreements or the compliance by Seller the Purchaser Parties with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and any other Competition Laws, (ii) the filing of the Certificate of Merger (as defined in the Merger Agreement) with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which any Purchaser Party is qualified to do business, and (iiiii) the IRS Submissions and the IRS Ruling, except for such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings that, filings and notificationsindividually or in the aggregate, the failure of which to obtain or make would not reasonably be expected to have a Datatel Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by such Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by such Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation limited partnership and by-laws limited partnership agreement or comparable organizational documents of such Seller; (ii) subject to entry of the Sale Order, any Contract or Permit License to which such Seller is a party or by which any of the properties or assets of such Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or by which any of the properties or assets of such Seller as of the date hereofare bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Material Adverse Effectprevent, materially delay or impair (x) the ability of such Seller to execute and deliver this Agreement or consummate the Transaction or (y) the performance by such Seller of its obligations under this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of such Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by such Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by such Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and the other applicable Competition Laws as set forth in Section 3.4(b) of the Company Disclosure Letter, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, those for which the failure of which to obtain or make such consent, waiver, approval, Order, License, authorization, declaration, filing, or notification would not prevent, materially delay or impair (x) the ability of such Seller to execute and deliver this Agreement or consummate the Transaction or (y) the performance by such Seller of its obligations under this Agreement, and (iii) as may be necessary as a result of any fact or circumstance relating to Buyer or any of its Affiliates. (c) None of the execution and delivery by such Seller of this Agreement or the Seller Documents, the consummation of the Transaction, or compliance by such Seller with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of equity securities of such Seller or any direct or indirect equityholder of such Seller that will not have a Material Adverse Effectbeen obtained as of the Closing.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller SunGard Data of this Agreement or by Seller of the Seller DocumentsAncillary Agreements, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller SunGard Data with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the certificate of incorporation and bylaws or comparable organizational and governing documents of SunGard Data, (ii) conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under or require a consent or waiver under, require the payment of a penalty or increased Liabilities or fees or the loss of a benefit under or result in the imposition of any Lien under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller SunGard Data is a party or by which any of the properties its properties, rights or assets of Seller are bound; bound or (iii) subject to entry of violate any Order or, assuming compliance with the Sale Orderrequirements set forth in Section 4.2(b), any Order of any Governmental Body Law applicable to Seller SunGard Data or by which any of the properties properties, rights or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Orderare bound, any applicable Law, other than, except in the case of clauses (ii), (iii) and (iviii), for such conflictsmatters that individually or in the aggregate, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Business Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller SunGard Data in connection with the execution and delivery of this Agreement or the Seller Documents, any Ancillary Agreement or the compliance by Seller SunGard Data with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and any other Competition Laws, (ii) the filing of the Certificate of Merger (as defined in the Merger Agreement) with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which SunGard Data is qualified to do business, and (iiiii) the IRS Submissions and the IRS Ruling, except for such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings that, filings and notificationsindividually or in the aggregate, the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution execution, delivery and delivery performance by Seller each Warrantor of this Agreement or by Seller of the Seller Documentsother Transaction Documents to which such Warrantor is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller such Warrantor with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination or cancellation under any provision of (i) the certificate memorandum and articles of incorporation and by-laws association or comparable organizational documents of Seller; such Warrantor, or (ii) subject to entry of the Sale Order, any Contract Law or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereofsuch Warrantor; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the each case of clauses (i) and (ii), (iii) except as would not, individually or in the aggregate, materially and (iv), adversely affect the ability of such conflicts, violations, defaults, terminations or cancellations that would not have Warrantor to carry out its obligations hereunder and under the other Transactions Documents to which it is a Material Adverse Effectparty and to consummate the transactions contemplated hereby and thereby. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on the part of Seller each Warrantor in connection with the execution and delivery of this Agreement or the Seller Documents, other Transaction Documents or the compliance by Seller such Warrantor with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) as would not, individually or in the entry aggregate, materially and adversely affect the ability of any Warrantor to carry out its obligations hereunder and under the Sale Order, other Transactions Documents to which it is a party and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings to consummate the transactions contemplated hereby and notifications, the failure of which to obtain or make would not have a Material Adverse Effectthereby.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution execution, delivery and delivery performance by the Seller of this Agreement or by Seller of other Transaction Documents to which the Seller Documentsis a party, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination or cancellation under any provision of (i) the certificate memorandum and articles of incorporation and by-laws association of the Seller or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract Law or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other thanSeller, in the each case of clauses (i) and (ii), (iii) except as would not, individually or in the aggregate, materially and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have adversely affect the ability of the Seller to carry out its obligations hereunder and under the other Transactions Documents to which it is a Material Adverse Effectparty and to consummate the transactions contemplated hereby and thereby. (b) To Other than (i) the knowledge approval to be obtained from the Hong Kong Monetary Authority for the authorization for change of Sellercontrollers of the Company, the Director Change Approvals and any other approvals, authorizations or consents as may be requested by the Hong Kong Monetary Authority in connection with the consummation of the transactions contemplated hereby, (ii) approval from the independent shareholders of the Seller as required under the Hong Kong Listing Rules in connection with the consummation of the transactions contemplated hereby and (iii) the Third Party Consents, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on by or with respect to the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, other Transaction Documents or the compliance by the Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) where the entry of the Sale failure to make or obtain such consent, waiver, approval, Order, and (ii) such other consentsPermit or authorization, waiversdeclaration, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain filing or make notification would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 4.3, the knowledge of Sellerexecution, none of the execution delivery and delivery performance by Seller each Company of this Agreement or by Seller of the Seller DocumentsCompany Documents does not, and the consummation of the transactions contemplated hereby or thereby, or compliance by Seller each Company with any of the provisions hereof or thereof thereof, will not (i) conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (iA) the certificate of incorporation and by-laws of such Company or comparable organizational documents of Seller; (iiB) subject to entry of the Sale Order, any Material Contract or Permit to which Seller is a party any Latisys Company or by which any of the properties or assets of Seller any Latisys Company are bound; (ii) result in the creation of any Lien upon any properties or assets of any Latisys Company or give to any Person any right of termination, amendment, acceleration or cancellation of, any Material Contract; or (iii) subject to entry of obtaining the Sale OrderConsents, providing notice to or making the registrations, declarations or filings set forth in Section 4.3(b), violate any Order applicable Law binding upon any Latisys Company or by which a material portion of any Governmental Body applicable to Seller or any of the properties or Latisys Company’s assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectare bound. (b) To the knowledge of SellerNo Consent, no consent, waiver, approval, Order, Order or Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller any Latisys Company in connection with the execution execution, delivery and delivery performance of this Agreement or the Seller Documents, Company Documents or the compliance by Seller the Latisys Companies with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act, and (ii) such other consentsConsents, waiversOrders or Permits that, approvalsif not obtained, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 4.4(a), none subject to entry of the execution Bankruptcy Order, the execution, delivery and delivery performance by each Seller of this Agreement or by Seller of the Seller Documentsand each Ancillary Agreement, the consummation of the transactions contemplated hereby or and thereby, or and compliance by each Seller with any of the provisions hereof or thereof do not, or will not at the time of execution, result in the creation of any Lien or Encumbrance upon the Acquired Assets and do not, or will not at the time of execution, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination payment, termination, modification, acceleration or cancellation under any provision of provisions of: (i) the certificate such Seller’s certificates of incorporation and by-laws incorporation, bylaws or comparable organizational documents of such Seller; ; (ii) subject to entry of the Sale Order, any material Assigned Contract or Permit to which such Seller is a party or by which any of the properties or assets of Seller Acquired Assets are bound; ; (iii) subject to entry of the Sale Order, any Order order, writ, injunction, judgment or decree of any Governmental Body Authority applicable to such Seller or any of the properties or assets of Seller as of the date hereofAcquired Assets; or or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Subject to entry of the knowledge of SellerSale Order, and except (i) for such authorizations, orders, declarations, filings and notices as may be required under the HSR Act and (ii) as set forth on Schedule 4.4(b), no consent, waiver, approval, Orderorder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of any Seller in connection with the execution execution, delivery and delivery performance of this Agreement or the Seller Documentsany Ancillary Agreement to which it is or will become a party, the compliance by such Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby thereby, or the taking by Seller of any other action contemplated hereby assignment or thereby, except for (i) the entry conveyance of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse EffectAcquired Assets.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth in Schedule 5.3(a), and assuming that all consents, waivers, approvals and authorizations, declarations, filings, and notifications contemplated in Section 5.3(b) have been obtained or made, none of the execution and delivery by Seller the Company of this Agreement or by Seller of the Seller Company Documents, the consummation by the Company of the transactions contemplated hereby or thereby, or compliance by Seller the Company with any of the provisions hereof or thereof will conflict with, or result in (A) any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and or by-laws or comparable organizational documents of Sellerthe Company; (ii) subject to entry of the Sale Orderany Lease, any Material Contract or material Permit to which Seller the Company or any of its Subsidiaries is a party or by which any of the properties or assets of Seller the Company or any of its Subsidiaries are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller the Company or any of its Subsidiaries or by which any of the properties or assets of Seller as the Company or any of the date hereofits Subsidiaries are bound; or (iv) subject to entry of the Sale Order, any applicable Law; or (B) except for Permitted Exceptions, as expressly contemplated herein or with respect to Liens granted to any lender at the Closing in connection with any financing by Parent of the transactions contemplated hereby, the creation or imposition of any Lien on any of the assets or properties of the Company or the Subsidiaries, other than, in the case of clauses (iiA)(ii), (iiiA)(iii), (A)(iv) and (iv)B) above, such conflicts, violations, defaults, terminations rights of termination or cancellations cancellation or Liens that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth in Schedule 5.3(b), no consent, waiver, approval, Order, Permit approval or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof Company Documents or thereof, the consummation by the Company of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings that, filings and notificationsif not obtained, made or given, would not, individually or in the failure of which aggregate, reasonably be expected to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Buyer of this Agreement or by Seller of the Seller Buyer Documents, the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by Seller Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerBuyer; (ii) subject to entry of the Sale Order, any Contract or Permit License to which Seller Buyer is a party or by which any of the properties or assets of Seller Buyer are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Buyer or by which any of the properties or assets of Seller as of the date hereofBuyer are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or impair (x) the ability of Buyer to execute and deliver this Agreement or consummate the Transaction or (y) the performance by Buyer of its obligations under this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Buyer in connection with the execution and delivery of this Agreement or the Seller Buyer Documents, the compliance by Seller Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Buyer of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and the other applicable Competition Law, as set forth in Section 6.3(b) of the Buyer Disclosure Letter. (c) None of the execution and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notificationsdelivery by Buyer of this Agreement or the Buyer Documents, the failure consummation of which to obtain the Transaction, or make would not have a Material Adverse Effectcompliance by Buyer with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of capital stock of Buyer or any direct or indirect equityholder of Buyer.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller the Datatel Entities of this Agreement or by Seller of the Seller DocumentsAncillary Agreements, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller the Datatel Entities with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the certificate of incorporation and bylaws or comparable organizational and governing documents of any Datatel Entity or any of its Subsidiaries, (ii) conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Orderrequire a consent or waiver under, any Contract or Permit to which Seller any Datatel Entity or any of its Subsidiaries, is a party or by which any of the properties its properties, rights or assets of Seller are bound; is bound or (iii) subject to entry of violate any Order or, assuming compliance with the Sale Orderrequirements set forth in Section 6.2(b), any Order of any Governmental Body Law, applicable to Seller any Datatel Entity or any of the properties its Subsidiaries or by which any of its properties, rights or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Orderare bound, any applicable Law, other than, except in the case of clauses (ii) through (iii), (iii) and (iv)for such matters that, such conflictsindividually or in the aggregate, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Datatel Material Adverse Effect. (b) To the knowledge of Seller, no No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller any Datatel Entity or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Seller Documents, Ancillary Agreements or the compliance by Seller the Datatel Entities with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and any other Competition Laws, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which any Datatel Entity is qualified to do business and (iii) the IRS Submissions and the IRS Ruling, except for such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings that individually or in the aggregate, filings and notifications, the failure of which to obtain or make would not reasonably be expected to have a Datatel Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller the Company of this Agreement or and by Seller any Company Entity, as applicable, of the Seller Documentsany Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, Transactions (including the Restructuring and the Merger) or compliance by Seller the Company Entities with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the certificate of incorporation and bylaws or comparable organizational documents of the Company or any Company Subsidiary; (ii) conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, or require a consent or waiver under, require the payment of a penalty or increased Liabilities or fees or the loss of a benefit under or result in the imposition of any Lien under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller the Company or any Company Subsidiary is a party or which may be transferred or assigned to a Company Entity pursuant to the Restructuring or by which any of the properties or assets of Seller the SMS Business are bound; (iii) subject to entry of the Sale Order, violate any Order of any Governmental Body applicable to Seller the SMS Business, the Company or any Company Subsidiary or by which any of the properties or assets of Seller as of the date hereofSMS Business are bound; or (iv) subject to entry of assuming compliance with the Sale Orderrequirements set forth in Section 5.3(b), violate any applicable Law, other than, except in the case of clauses (ii), (iii) and through (iv), for such conflictsmatters that individually or in the aggregate, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Business Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the SMS Business or the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the Seller Documents, Ancillary Agreements or the compliance by Seller the Company Entities with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and any other Competition Laws, and (ii) the filing of the Certificate of Merger (as defined in the Merger Agreement) with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which any Company Entity is qualified to do business and (iii) the IRS Submissions and the IRS Ruling, except for such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings that, filings and notificationsindividually or in the aggregate, the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation by Seller of the transactions contemplated hereby or therebyTransactions, or compliance by Seller with any of the provisions hereof or thereof will (i) violate, conflict with, with or result in the breach of any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; , (ii) subject conflict with or violate any Law or Order applicable to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; bound or (iii) subject conflict with, violate, result in the breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to entry rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon the Interests under, any of the Sale Orderterms, any Order conditions or provisions of any Governmental Body applicable Contract to which Seller is a party or by which Seller or any of the its properties or assets of Seller as of the date hereofmay be bound; or (iv) subject to entry of the Sale Order, any applicable Law, other thanexcept for, in the case of clauses (ii), ) and (iii) and (iv), for such conflicts, violations, breaches, defaults, terminations rights of termination, cancellation or cancellations that acceleration or creation of Encumbrances which would not have a Material Adverse Effectnot, individually or in the aggregate, materially adversely affect the ability of Seller to consummate the Transactions. (b) To the knowledge of Seller, no No consent, waiverorder, approval, Order, Permit authorization or authorization other action of, or declaration any filing with or filing with, or notification notice to, any Person or Governmental Body Authority is required on the part of Seller in connection with the execution and delivery by Seller of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, the Transactions except for (i) the entry of the Sale Order, and (ii) such other consents, waiversorders, approvals, Orders, Permits, authorizations, declarations, filings and notifications, or notices as either set forth on Section 3.3(b) of the Company Disclosure Schedules or the failure of which to obtain be obtained or make made would not have a Material Adverse Effectmaterially adversely affect the ability of Seller to consummate the Transactions.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Longwood of this Agreement or by Seller of the Seller DocumentsLongwood Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Longwood with any of the provisions hereof or thereof will conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination termination, cancellation or cancellation under acceleration of any obligation or to a loss of a benefit under, or give rise to any obligation of Longwood to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens, other than Permitted Liens, upon any of the material assets of Longwood or any of the Contributed Entities under, any provision of (i) the certificate Organizational Documents of incorporation and by-laws Longwood or comparable organizational documents any of Sellerthe Contributed Entities; (ii) subject to entry of the Sale Order, any Material Contract or Permit to which Seller is Longwood or any of the Contributed Entities are a party or by which any of the properties or assets of Seller are Longwood or any of the Contributed Entities is bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Longwood or any of the Contributed Entities or by which any of the properties or assets of Seller as any of the date hereofContributed Entities are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not not, individually or in the aggregate, have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 4.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Longwood in connection with the execution and delivery of this Agreement or the Seller Documents, other Longwood Agreements or the compliance by Seller Longwood with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller Longwood of any other action contemplated hereby or therebyhereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizationsauthorizations of, declarations, or declarations or filings and notifications, with any Governmental Body which (i) have been obtained or (ii) are customarily made or obtained following the failure of which to obtain or make would not have a Material Adverse EffectClosing.

Conflicts; Consents of Third Parties. (ai) To the knowledge of Seller, none None of the execution and delivery by Seller the Company or its Subsidiaries (as applicable) of this Agreement or by Seller of the Seller Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Company or its Subsidiaries (as applicable) with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of of: (iA) the certificate Organizational Documents of incorporation and by-laws the Company or comparable organizational documents any of Sellerits Subsidiaries; (iiB) subject to entry of the Sale Order, any Contract or Permit to which Seller the Company or any of its Subsidiaries is a party or by which the Company or any of the its Subsidiaries or any of their respective properties or assets of Seller are is bound; (iiiC) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller the Company or any of its Subsidiaries or any of the properties or assets of Seller the Company or its Subsidiaries as of the date hereof; or (ivD) subject to entry of the Sale Order, any applicable Applicable Law, other than, which in the case of clauses (ii), (iiiB)-(D) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (bii) To Except for the knowledge of Sellerrequirement for the SEC to declare the Registration Statement effective and any applicable FINRA approval, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority, other than filings with the SEC and disclosures required pursuant to the Exchange Act, is required on the part of Seller the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Seller Company Documents, the compliance by Seller the Company or any of its Subsidiaries with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller the Company or any of its Subsidiaries of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution execution, delivery and delivery performance by Seller any Group Company of this Agreement or by Seller of the Seller Documentsother Transaction Documents to which such Group Company is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller such Group Company with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) or loss of a benefit under, or give rise to a right of termination termination, consent or cancellation under or increase in any fee, liability or obligation under, any provision of (i) the certificate Existing Articles or the memorandum and articles of incorporation and by-laws association or comparable organizational documents of Seller; any other Group Company, (ii) subject to entry of the Sale Order, any Material Contract or Permit Material License, (iii) any Order applicable to which Seller is a party any Group Company or by which any of the properties or assets of Seller any Group Company are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the each case of clauses (i), (ii), (iii) and (iv), such conflictsexcept as would not, violationsindividually or in the aggregate, defaults, terminations or cancellations that would not have materially and adversely affect the ability of the Group Companies to carry out its obligations hereunder and under the other Transactions Documents to which it is a Material Adverse Effectparty and to consummate the transactions contemplated hereby and thereby. (b) To Other than (i) the knowledge approval to be obtained from the Hong Kong Monetary Authority for the authorization for change of Sellercontrollers of the Company, the Director Change Approvals and any other approvals, authorizations or consents as may be requested by the Hong Kong Monetary Authority in connection with the consummation of the transactions contemplated hereby, (ii) the approval from the independent shareholders of the Seller as required under the Hong Kong Listing Rules in connection with this Agreement and other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (iii) the Third Party Consents, to the Knowledge of the Warrantors, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on by or with respect to the part of Seller Company in connection with the execution and delivery of this Agreement or the Seller Documents, other Transaction Documents or the compliance by Seller any Group Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) where the entry of the Sale failure to make or obtain such consent, waiver, approval, Order, and (ii) such other consentsPermit or authorization, waiversdeclaration, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain filing or make notification would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Parent or Merger Sub of this Agreement Agreement, the Debt Commitment Letter or by Seller of the Seller Parent Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Parent or Merger Sub with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws of Parent or comparable organizational documents of SellerMerger Sub; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Parent or Merger Sub is a party or by which any of the properties or assets of Seller Parent or Merger Sub are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Parent or Merger Sub or by which any of the properties or assets of Seller as of the date hereofParent or Merger Sub are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflictsitems that, violationsindividually or in the aggregate, defaults, terminations or cancellations that would not have have, or reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent or Merger Sub in connection with the execution and delivery of this Agreement Agreement, the Debt Commitment Letter or the Seller Documents, the compliance by Seller with any of the provisions hereof other Parent Documents or thereof, the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such the rules and regulations promulgated thereunder and any other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectapplicable Antitrust Laws.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by each Seller of this Agreement or by Seller of and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby or therebyhereby, or compliance by such Seller with any of the provisions hereof or thereof do not and will not (A) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or (B) give rise to to, (x) the creation of a Lien upon any Seller’s properties or assets or (y) a right of termination termination, cancellation or cancellation acceleration of any obligation or (z) a loss of a benefit under any provision of of: (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; ; (ii) subject to entry of the Sale Order and, if applicable, the Confirmation Order, any Contract or Permit to which such Seller is a party or by which any of the properties or assets of such Seller are bound; bound other than such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (iii) subject to entry of the Sale Order and, if applicable, the Confirmation Order, any Order of any Governmental Body applicable to such Seller or any of the properties or assets of Seller as of the date hereofsuch Seller; or or (iv) subject to entry of the Sale Order and, if applicable, the Confirmation Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Except as set forth on Schedule 5.3(b), and except to the knowledge of Sellerextent not required if the Sale Order and, if applicable, the Confirmation Order, is entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Sellers in connection with the execution and delivery of this Agreement or and the Seller Ancillary Documents, the assignment of the Material Contracts, the assignment of the Real Property Leases, the assignment of Permits, the assignment of Material Intellectual Property Licenses, the compliance by Seller Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Sellers of any other action contemplated hereby or thereby, except for for: (i) compliance with the applicable requirements of the HSR Act; (ii) the entry of the Selection Order and the Sale Order or, if applicable, the Confirmation Order, and ; and (iiiii) such other consents, waivers, approvals, Orders, Permitspermits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. The parties acknowledge and agree that Schedule 5.3(b) is not an admission that any consent to assignment or any contractual clause forbidding assignment that is listed on Schedule 5.3(b) is enforceable under or is overridden by Section 365 of the Bankruptcy Code or any other applicable Law.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerAssuming that all consents, waivers, approvals and authorizations, declarations, filings, and notifications contemplated in Section 6.3(b) have been obtained or made, none of the execution and delivery by Seller Parent or Merger Sub of this Agreement or by Seller of the Seller Parent Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Parent or Merger Sub with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws of Parent or comparable organizational documents of SellerMerger Sub; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Parent or Merger Sub is a party or by which any of the properties or assets of Seller Parent or Merger Sub are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Parent or Merger Sub or by which any of the properties or assets of Seller as of the date hereofParent or Merger Sub are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations defaults or cancellations rights of termination or cancellation that would not have have, or reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit approval or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof Parent Documents or thereof, the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry filing of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Certificate of Merger as required by the failure of which to obtain or make would not have a Material Adverse EffectDGCL.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller of this Agreement and each other agreement, document, or by Seller of the Seller Documentsinstrument contemplated hereby to which it is a party, the consummation of the transactions contemplated hereby or therebyTransactions, or and compliance by Seller with any of the provisions hereof or and thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and any charter (or similar governing instrument) or by-laws (or comparable organizational documents similar governing document) of Seller; (ii) subject to entry of the Sale Order, any enforceable provision of any Real Property Lease or Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the its properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations terminations, or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) To Except for the knowledge entry of Sellerthe Sale Order and the required notifications under the HSR Act and as disclosed on the attached Schedule 5.3(b), no consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documentsany other agreement, document, or instrument contemplated hereby to which it is a party, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby Transactions, the assignment or thereby conveyance of the Purchased Assets, or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller Hygeia of this Agreement or by Seller of the Seller Hygeia Documents, the consummation of the Hygeia Merger and the transactions contemplated hereby or thereby, or compliance by Seller Hygeia with any of the provisions hereof or thereof will not conflict with, or result in any violation of of, default or default breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation under acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Hygeia to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Hygeia under, any provision of of: (i) the certificate of incorporation and by-laws or comparable organizational documents of Sellerlaws; (ii) subject to entry of the Sale Orderany Intellectual Property, any Technology, Contract or Permit to which Seller Hygeia is a party or by which any of the properties or assets of Seller Hygeia are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Hygeia or any of the its respective properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Hygeia in connection with with: (i) the execution and delivery of this Agreement or the Seller Hygeia Documents, the compliance by Seller Hygeia with any of the provisions hereof or thereof, or the consummation by Hygeia of the Hygeia Merger or the other transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the continuing validity and notifications, effectiveness immediately following the failure Closing of which to obtain any Permit or make would not have a Material Adverse EffectContract of Hygeia.

Conflicts; Consents of Third Parties. (a) To Subject to the knowledge satisfaction of Sellerthe condition set forth in Section 10.3(c), none of the execution and delivery by each Seller of this Agreement or by Seller of the Seller DocumentsDocuments to which it is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by such Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, under or give rise to a right of termination termination, cancellation or cancellation acceleration (whether after the giving of notice or the lapse of time or both) of any obligation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents bylaws of each Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which each Seller is a party or by which any of the properties or assets of each Seller are boundis bound except to the extent any of the foregoing is not enforceable due to operation of applicable bankruptcy Law or the Approval Order; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to each Seller or any of the properties or assets of such Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations terminations, cancellations or cancellations accelerations that would could not reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of each Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Documents to which each Seller with any of the provisions hereof is a party or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, (ii) the entry of the Sale Order, Approval Order and (iiiii) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain be obtained or make would made could not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as a result of the knowledge of SellerChapter 11 Case, none of the execution and delivery by Seller Sellers of this Agreement or by Seller Sellers of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Sellers with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Sellers to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Sellers under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerSellers or any Subsidiary; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are boundPurchased Contract; (iii) subject to entry of the Sale Order, any Order of any court, Governmental Body or arbitrator applicable to Seller Sellers or any Subsidiary or any of the properties or assets of Seller Sellers or any Subsidiary as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (iiApplicable Law except as set forth on Schedule 5.4(b), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Other than in connection with the knowledge commencement of Sellerthe Chapter 11 Case, entry of the Bidding Procedures Order and entry of the Sale Order, no consent, waiver, approval, Order, Permit Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Sellers or any Subsidiary (i) in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller Sellers or any Subsidiary with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Sellers or any Subsidiary of any other action contemplated hereby hereby, or thereby(ii) for the continuing validity and effectiveness immediately following the Closing of any of the Purchased Assets or Licensed Assets, except for (i) compliance with the entry applicable requirements of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain HSR Act or make would not have a Material Adverse Effectas set forth in Schedule 5.4(b).

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement, the Property Transaction Agreement or by Seller of the Seller Documents, the performance of all of the terms and obligations and the consummation of the all transactions contemplated hereby or therebyand thereby (including the Transaction), or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination acceleration, termination, or cancellation under cancellation, or result in any Lien on any of the assets of Seller under, or impose on Seller additional or greater obligations under, any provision of (i) the certificate of incorporation formation and by-laws or comparable organizational documents limited liability company agreement of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit License to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereofare bound; or (iv) subject any applicable Law or License to entry which Seller or any of the Sale Order, any applicable Lawassets of Seller is subject, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Material Adverse Effectprevent, materially delay or impair the ability of Seller to execute and deliver this Agreement or consummate the Transaction. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings as may be necessary as a result of any fact or circumstance relating to Buyer or any of its Affiliates. (c) None of the execution and notificationsdelivery by Seller of this Agreement or the Seller Documents, the failure consummation of which to obtain the Transaction, or make would compliance by Seller with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of equity securities of Seller or any direct or indirect equityholder of Seller that will not have a Material Adverse Effectbeen obtained as of the Closing Date.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Buyer of this Agreement or by Seller of the Seller Buyer Documents, the performance of all of the terms and obligations and the consummation of all the transactions contemplated hereby or therebyand thereby (including the Transaction), or compliance by Seller Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination acceleration, termination, or cancellation under cancellation, or result in any Lien on any of the assets of Buyer, or impose on Buyer additional or greater obligations under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents bylaws of SellerBuyer; (ii) subject to entry of the Sale Order, any Contract or Permit License to which Seller Buyer is a party or by which any of the properties or assets of Seller are Buyer is bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Buyer or by which any of the properties or assets of Seller as of the date hereofBuyer is bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Material Adverse Effectnot, individually or in the aggregate, prevent, materially delay or impair (x) the ability of Buyer to execute and deliver this Agreement or consummate the Transaction or (y) the performance by Buyer of its obligations under this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Buyer in connection with the execution and delivery of this Agreement or the Seller Buyer Documents, the compliance by Seller Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Buyer of any other action contemplated hereby or thereby, except for (i) for compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings as may be necessary as a result of any fact or circumstance relating to Seller or any of its Affiliates. (c) None of the execution and notificationsdelivery by Buyer of this Agreement or the Buyer Documents, the failure consummation of which to obtain the Transaction, or make would not have a Material Adverse Effectcompliance by Buyer with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of capital stock of Buyer or any direct or indirect equityholder of Buyer.

Conflicts; Consents of Third Parties. (ai) To the knowledge of Seller, none None of the execution and delivery by Seller such Supporting Noteholder of this Agreement or by Seller of Agreement, the Seller Supporting Noteholder Documents, the consummation of the transactions contemplated hereby or therebyRefinancing, or compliance by Seller such Supporting Noteholder with any of the provisions hereof or thereof will conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of of: (iA) the certificate of incorporation and by-laws or comparable organizational documents of Sellersuch Supporting Noteholder; (iiB) subject to entry of the Sale Order, any Contract or Permit to which Seller such Supporting Noteholder is a party or by which any of the such Supporting Noteholder or its properties or assets of Seller are is bound; (iiiC) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller such Supporting Noteholder or any of the properties or assets of Seller such Supporting Noteholder as of the date hereof; or (ivD) subject to entry of the Sale Order, any applicable Applicable Law, other than, which in the case of clauses (ii), (iiiB)-(D) and (iv), would individually or in the aggregate be material to such conflicts, violations, defaults, terminations Supporting Noteholder or cancellations that would not have a Material Adverse Effectaffect the ability of such Supporting Noteholder to perform its obligations under this Agreement or the Supporting Noteholder Documents or to consummate the Refinancing by the Outside Date. (bii) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Seller such Supporting Noteholder in connection with the execution and delivery of this Agreement or the Seller Supporting Noteholder Documents, the compliance by Seller such Supporting Noteholder with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller such Supporting Noteholder of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectindividually or in the aggregate be material to such Supporting Noteholder or would affect the ability of such Supporting Noteholder to perform its obligations under this Agreement or the Supporting Noteholder Documents or to consummate the Refinancing by the Outside Date.

Conflicts; Consents of Third Parties. (a) To Except as set forth in Section 4.4(a) of the knowledge of SellerCompany Disclosure Letter, none of the execution and delivery by Seller Panadero Corp of this Agreement or by Seller of the Seller Panadero Corp Documents, the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by Seller Panadero Corp with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and incorporation, by-laws or comparable organizational documents of SellerPanadero Corp; (ii) subject any Order applicable to entry of the Sale Order, any Contract or Permit to which Seller is a party Panadero Corp or by which any of the properties or assets of Seller Panadero Corp are bound; or (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), ) and (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have have, individually or in the aggregate, a Material Adverse Effect. (b) To Except as set forth in Section 4.4(b) of the knowledge of SellerCompany Disclosure Letter, no consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Panadero Corp in connection with the execution and delivery of this Agreement or the Seller Documents, Panadero Corp Documents or the compliance by Seller Panadero Corp with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransaction, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act or other applicable Competition Laws as set forth in Section 3.4(b) of the Company Disclosure Letter, and (ii) such other consents, waivers, approvals, Orders, PermitsLicenses, authorizations, declarations, filings and filings, or notifications, the failure of which to obtain or make be made would not have have, individually or in the aggregate, a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller it of this Agreement or by Seller of the Seller DocumentsPurchaser Documents does not, and the consummation of the transactions contemplated hereby or thereby, or compliance by Seller it with any of the provisions hereof or thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and or by-laws (or comparable organizational documents governing documents) of SellerPurchaser and Merger Sub; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller it is a party or by which any of the its properties or assets of Seller it are bound; or (iii) subject assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings required to entry of be made or obtained by the Sale OrderCompany, Merger Sub or Purchaser, any applicable Law or any Order of any Governmental Body applicable to Seller it or by which any of the its properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, are bound other than, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectnot, individually or in the aggregate, materially delay or impair the ability of Purchaser or Merger Sub to perform its obligations under this Agreement. (b) To the knowledge of SellerExcept as set forth on Schedule 6.3(b), no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Purchaser in connection with the execution and delivery of this Agreement or the Seller Documents, Purchaser Documents or the compliance by Seller it with any of the provisions hereof or thereof, except for compliance with the consummation applicable requirements of the transactions contemplated hereby HSR Act or thereby or the taking by Seller of any other action contemplated hereby or therebycomparable Foreign Antitrust Laws, and except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, those the failure of which to obtain obtain, give or make would not have a Material Adverse Effectmaterially delay or limit the ability of Purchaser or Merger Sub to perform its obligations under this Agreement.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 5.3(a), and with respect to clause (iii) below, except for such matters that would not reasonably be expected to be material to the knowledge operations of Sellerthe Company and its Subsidiaries, taken as a whole, none of the execution and delivery by Seller the Company of this Agreement or by Seller of the Seller Company Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller the Company and its Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any material violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, require any notice, consent or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a benefit under or result in the imposition of any Lien (other than Permitted Exceptions) under, any provision of (i) the certificate of incorporation and by-laws Company Charter Documents or comparable organizational documents of SellerSubsidiary Charter Documents; (ii) subject to entry of the Sale Order, any Significant Contract or material Permit to which Seller the Company or any Subsidiary is a party party; or (iii) any Order applicable to the Company or any Subsidiary or by which any of the properties or assets of Seller the Company or any Subsidiary are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Company or any Subsidiary in connection with the execution and delivery of this Agreement or the Seller Documents, Company Documents or the compliance by Seller the Company and its Subsidiaries with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act (and any similar Law enforced by any Governmental Body regarding preacquisition notifications for the purpose of competition reviews), and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate notice documents with the relevant authorities of other states in which the Company is qualified to do business and (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make matters that would not have reasonably be expected to be material to the operations of the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.

Conflicts; Consents of Third Parties. (a) To Except as set forth in Section 5.3(a) of the knowledge of SellerDisclosure Memorandum, none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation under acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller under, any provision of (i) the certificate articles of incorporation association and by-laws bylaws or comparable organizational documents of SellerSeller or any of the Joint Venture Entities and the Subsidiary; (ii) subject to entry of the Sale Order, any material Contract or Permit to which Seller or any of the Joint Venture Entities and the Subsidiary is a party or by which any of the properties or assets of Seller or any of the Joint Venture Entities and the Subsidiary are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller of competent jurisdiction or by which any of the properties or assets of Seller as of the date hereofare bound; or (iv) subject to entry of the Sale Order, any applicable Applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge Except for filings of Sellerapplications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by Section 7.4 of this Agreement, no consentmaterial Consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body of competent jurisdiction is required on the part of Seller in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and thereby or (ii) such other consentsthe continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Seller, waiversexcept as set forth in Section 5.3(b) of the Disclosure Memorandum. (c) Except as set forth in Section 5.3(c) of the Disclosure Memorandum, approvalsneither Seller nor FHHL is a party to or subject to any outstanding Order, Ordersagreement, Permitsmemorandum of understanding or similar supervisory arrangement with, authorizationsor a commitment letter or similar submission to, declarationsor extraordinary supervisory letter from, filings any Governmental Body charged with the supervision or regulation of banks and notificationstheir holding companies, or mortgage banking (including the Federal Reserve Board, the failure VA, FHA, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, and HUD) or the supervision or regulation of which Seller or FHHL relating to obtain the Business. Neither Seller nor FHHL has been advised by any Governmental Body that it is contemplating issuing or make would not have requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission relating to the Business and to the Knowledge of Seller, none are threatened to be issued or requested. Section 5.3(c) of the Disclosure Memorandum sets forth a Material Adverse Effectbrief description of each Order applicable to Seller, each of the Joint Venture Entities, the Subsidiary or FHHL relating to the Business or the Purchased Assets issued within the past three years. There is no Order applicable to Seller, the Joint Venture Entities, or the Subsidiary that currently restricts or will in the future restrict in any material respect the conduct of the Business, its credit policies, its management or its business, and none of them has received any communication requesting that they enter into any of the foregoing. (d) Section 5.3(d) of the Disclosure Memorandum sets forth a list of each Permit required in connection with Seller’s consummation of the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) To Each of the knowledge of SellerSellers and the Owners represents and warrants that, except as set forth on Schedule 5.3(a), none of the execution and delivery by Seller any of the Sellers or the Owners of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Sellers or Owners with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Seller or Owner to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of any Seller or Owner under any provision of (i) with respect to IFS, LWR and The ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Irrevocable Trust, the certificate of incorporation and by-laws or and comparable organizational documents of Seller(as applicable) thereof; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller any of the Sellers or Owners is a party or by which any of the properties or assets of Seller any of the Sellers or Owners are bound; (iii) subject any Order applicable to entry any of the Sale Order, any Order of any Governmental Body applicable to Seller Sellers or Owners or by which any of the properties or assets of Seller as any of the date hereofSellers or Owners are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Each of the knowledge of SellerSellers and the Owners represents and warrants that, no consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller or Owner in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller any of the Sellers or Owners with any of the provisions hereof or and thereof, the consummation of the transactions contemplated hereby or and thereby or the taking by Seller any of the Sellers or Owners of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and or (ii) such other consentsthe continuing validity and effectiveness immediately following the Closing of any Contract or Permit of the Business, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectexcept as set forth on Schedule 5.3(b).

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 4.3(a) and subject to obtaining the knowledge of Seller, none approval of the execution Bankruptcy Court, the execution, delivery and delivery performance by Seller of this Agreement and each Ancillary Agreement to which Seller is or by Seller of the Seller Documentswill become a party, the consummation of the transactions contemplated hereby or and thereby, or compliance by Seller with any of the provisions hereof and thereof do not, or thereof will not, result in the creation of any Lien upon the Acquired Assets and do not, or will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of provisions of: (i) the certificate Seller’s articles of incorporation and by-laws or comparable organizational documents of Seller; laws; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of Bid Procedures Order and the Sale Order, any Order of any Governmental Body Authority applicable to Seller or any of the properties or assets of Seller as of the date hereof; or or (iviii) subject to entry of the Bid Procedures Order and the Sale Order, any applicable Law, other than; provided, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that as would not (x) materially and adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements on a timely basis or (y) otherwise have a Material Adverse Effect. (b) To Subject to entry of the knowledge of SellerBid Procedures Order and the Sale Order, no consent, waiver, approval, Orderorder, Permit or authorization of, or declaration declaration, filing or filing registration with, or notification to, any Person or Governmental Body Authority is required on the part of Seller in connection with the execution execution, delivery and delivery performance by Seller of this Agreement or the Seller Documentsany Ancillary Agreement to which it is or will become a party, the compliance by Seller with any of the provisions hereof or thereof, the consummation by Seller of the transactions contemplated hereby or thereby thereby, or the taking assignment or conveyance by Seller of any other action contemplated hereby or therebythe Acquired Assets, except for (i) the entry of the Sale Orderas set forth on Schedule 4.3(b) (such consent, and waiver, approval, order, Permit or authorization of, or declaration, filing or registration with, or notification to any Governmental Authority listed on Schedule 4.3(b) are referred to as “Seller Regulatory Approvals”), (ii) such other consentsaccording to the pre-merger notification and waiting period requirements of the HSR Act, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the (iii) where failure of which to obtain such consent, waiver, approval, order, Permit, authorization or action, or to make such filing, declaration, registration or notification, would not have prevent or materially delay the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Agreements, or (iv) as may be necessary as a Material Adverse Effectresult of any facts or circumstances relating solely to Buyer or any of its Affiliates.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement or by Seller the Company of the Seller DocumentsTransaction Documents to which the Company is a party, the consummation by the Company of the transactions contemplated hereby or therebyTransactions, or compliance by Seller the Company with any of the provisions hereof or thereof will (i) violate any provision of the Organizational Documents of the Company; (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller any Acquired Company is a party party; (iii) violate any Law, Order or Privacy Requirement applicable to any Acquired Company or by which any of the properties or assets of Seller any Acquired Company are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject result in the imposition or creation of any Lien (other than Permitted Liens) upon or with respect to entry any of the Sale Order, assets or properties of any applicable Law, Acquired Company other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations terminations, Liens or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller any Acquired Company in connection with the execution and delivery by the Company of this Agreement or the Seller DocumentsTransaction Documents to which the Company is a party, the compliance by Seller the Company with any of the provisions hereof or thereof, or the consummation by the Company of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) filings required under and in compliance with the entry applicable requirements of the Sale OrderHSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iiiii) such any other consentsconsent, waiverswaiver, approvalsapproval, OrdersOrder, Permits, authorizations, declarations, filings and notifications, Permit or authorization the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller the Company of this Agreement or by Seller of and the Seller Transaction Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Company (each, a "Conflict") under any provision of (i) the certificate of incorporation and by-laws bylaws or comparable organizational documents of Sellerthe Company; (ii) subject to entry of the Sale Orderany Material Contract, any Contract or Permit to which Seller the Company is a party or by which any of the properties or assets of Seller the Company are bound; (iii) subject to entry of the Sale Order, any Order of any court, Governmental Body or arbitrator applicable to Seller the Company or any of the properties or assets of Seller the Company as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than; except, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations for Conflicts that would not reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body (each, a "Required Consent") is required on the part of Seller the Company in connection with (i) the execution and delivery of this Agreement or the Seller Transaction Documents, or the compliance by Seller Company, with any of the provisions hereof or thereof, the consummation of the transactions Transactions contemplated hereby or thereby or the taking by Seller the Company of any other action contemplated hereby hereby, or thereby(ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company, except for (ix) the entry of the Sale Order, Required Consents set forth on Schedule 4.6(b) and (iiy) such other consentsRequired Consents which do not relate to Material Contracts and which, waiversif not obtained, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by Seller of this Agreement or by Seller and its Subsidiaries of the Seller DocumentsAncillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller and its Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerSeller or any Subsidiary; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller or any Subsidiary is a party or by which any of the properties or assets of Seller or any Subsidiary are boundbound that are related to the Business; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any Subsidiary in respect of the Business or by which any of the properties or assets of Seller as of or any Subsidiary related to the date hereofBusiness are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectresult in the imposition upon Purchaser of any material Liability or material Business Restriction. (b) To Except as set forth on Schedule 5.3(b), and except with respect to the knowledge of Sellermatters set forth in Section 5.16, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller or any Subsidiary in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller or any Subsidiary with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby thereby, or the taking by Seller or any Subsidiary of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not have a Material Adverse Effectresult in the imposition upon Purchaser of any material Liability or material Business Restriction.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as provided on Schedule 5.3(a), none of the execution and delivery by Seller Assignors of this Agreement Agreement, the Ancillary Agreements or by Seller of the Seller Assignor Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Assignors with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate certificates of incorporation and or by-laws or comparable organizational documents of Seller; Assignors, (ii) subject assuming compliance with the requirements referred to entry of the Sale Orderin Sections 5.3(b) and 6.3(b), any Contract Relationship, Governing Instrument or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; Transferred Contract, (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Assignors or any of the properties or assets of Seller as of the date hereof; Assignors, or (iv) subject to entry of the Sale Order, any applicable Law, ; other than, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that that, would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business, the Transferred Assets, the Assumed Liabilities or the ability of Assignors to consummate the transactions contemplated hereby. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller to be made or obtained by Assignors in connection with the execution and delivery of this Agreement Agreement, the Ancillary Agreements or the Seller Assignor Documents, the compliance by Seller Assignors with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Assignors of any other action contemplated hereby or thereby, except for the following: (i) the entry application for approval of the Sale OrderOffice of the Comptroller of the Currency (the “OCC”) pursuant to 12 U.S.C. § 181 et seq., and the applicable regulations thereunder or 12 U.S.C. § 215a-3 et seq., and the applicable regulations thereunder (whichever Assignors shall determine is the more expedient, in their sole discretion), including without limitation, 12 C.F.R. 5.48, 5.53, 9.16 and 9.17, as applicable; (ii) such application for approval by the Federal Reserve Bank of New York of cancellation of Reserve Bank stock pursuant to 12 C.F.R. 209.3 and repayment therefor pursuant to 12 C.F.R. 209.4; (iii) application for approval of the Superintendent for the bulk transfer of the Relationships pursuant to the New York Fiduciary Transfer Statute and the related filing of a certificate with the Superintendent for its endorsement (collectively, the “Superintendent’s Approval”); (iv) application for approval of the Delaware State Bank Commissioner (the “Commissioner”) for the transactions contemplated by this Agreement pursuant to Section 751 of Title 5 of the Delaware Code and CDR 5-710 of the Code of Delaware Regulations; (v) the consents with respect to the Transferred Contracts set forth on Schedule 5.3(b)(v); and (vi) other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, except the failure of which to obtain or make would not have a Material Adverse Effectmaterial adverse effect on the Business, the Transferred Assets, the Assumed Liabilities or Assignors’ ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation under acceleration under, any provision of (i) the certificate of incorporation organizational and by-laws or comparable organizational governing documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereofare bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, Documents or the compliance by Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act and the Federal Power Act, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not have a Material Adverse Effectmaterial adverse effect on Seller’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereofare bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or and thereof, the consummation of the transactions contemplated hereby or and thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and or (ii) such other consentsthe continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Seller, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectexcept as set forth on Schedule 5.3(a).

Conflicts; Consents of Third Parties. (a) To Except as set forth on Parent Disclosure Schedule 6.4, and assuming the knowledge of SellerParent Stockholder Approval is obtained and the filings referred to in Sections 6.4(b)(i) & (ii) are made, none of the execution and delivery by Seller Parent or Purchaser of this Agreement or by Seller and of the Seller Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller Parent and Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws (or comparable similar organizational documents documents) of SellerParent or Purchaser; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Parent or Purchaser is a party or by which any of the properties or assets of Seller Parent or Purchaser are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Parent or Purchaser or by which any of the properties or assets of Seller as of the date hereofParent or Purchaser are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent or Purchaser in connection with the execution and delivery of this Agreement or the Seller Documents, Purchaser Documents or the compliance by Seller Parent or Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry filing with the SEC of the Sale OrderForm S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act, the Exchange Act and the rules of the American Stock Exchange, (ii) filings required under and compliance with the applicable requirements of the HSR Act and (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notificationsor notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain or make would not aggregate, have a Parent Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Section 4.4(a) of the knowledge of SellerSeller Disclosure Schedule or as permitted by the Sale Order, none of the execution and delivery by Seller Sellers of this Agreement or by Seller of the Seller Documentsany Sellers’ Document, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Sellers with any of the provisions hereof or thereof will (A) result in the loss or material impairment of the rights of Sellers in any Seller Intellectual Property or (B) to Sellers’ Knowledge, conflict with, or result in any violation of or constitute a breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, payment, amendment, termination or cancellation under any provision of (i) the certificate of incorporation and by-laws Champion Certificate, the Champion Bylaws or comparable organizational documents of Sellerthe Subsidiary Organizational Documents; (ii) subject to and assuming entry of the Sale Order, any Contract or Permit to which any Seller or International Subsidiary is a party or by which any of the properties or assets of Seller are Sellers or any International Subsidiary is bound, including any Assigned Contract; (iii) subject to and assuming entry of the Sale Order, any Order order of any Governmental Body applicable to Seller any Sellers or any International Subsidiary or any of the properties or assets of Seller as of Sellers or any International Subsidiary, including the date hereofPurchased Assets, or the Business; or (iv) subject to and assuming entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Except as set forth on Section 4.4(b) of the knowledge of SellerSeller Disclosure Schedule, no consent, waiver, approval, Orderorder of, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or other Person is required on the part of Seller Sellers or any International Subsidiary in connection with the execution and delivery of this Agreement or the Seller Sellers’ Documents, the compliance by Seller Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Sellers of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 4.3(a), none of the execution and delivery by Seller the Company of this Agreement or by Seller of the Seller Company Documents, the consummation by the Company of the transactions contemplated hereby or therebyTransactions, or compliance by Seller the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate Certificate of incorporation and by-laws Incorporation or comparable organizational documents of Sellerthe Bylaws; (ii) subject to entry of the Sale Orderany Contract, any Contract or Permit to which Seller the Company or any of the Subsidiaries is a party party; (iii) any Order applicable to the Company or any of the Subsidiaries or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Company or any of the properties or assets of Seller as of the date hereofSubsidiaries are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be material to the Company and its Subsidiaries taken as a Material Adverse Effectwhole and would not prevent, materially alter or materially delay any of the Transactions. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Company or any of the Subsidiaries in connection with the execution and delivery by the Company of this Agreement or the Seller Company Documents, the compliance by Seller the Company with any of the provisions hereof or thereof, or the consummation by the Company of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) filings required under and in compliance with the entry applicable requirements of the Sale Order, HSR Act and the other Antitrust Laws as described on Schedule 4.3(b); (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL; and (iiiii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not have reasonably be material to the Company and its Subsidiaries taken as a Material Adverse Effectwhole and would not prevent, materially alter or materially delay any of the Transactions.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 3.3(a), none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, neither the consummation of the transactions contemplated hereby or thereby, or nor compliance by Seller Holders or the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerSeller Holders or the Company; (ii) subject to entry of the Sale Order, any Material Contract or material Permit to which Seller Holders or the Company is a party or by which any of the material properties or assets of Seller Holders or the Company are bound; (iii) subject to entry of the Sale Order, any material Order of any Governmental Body Entity applicable to Seller Holders or the Company, or by which any of the material properties or assets of Seller as of Holders or the date hereofCompany are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, except in the case of clauses (ii), (iiii) and (iv)) where such conflict, such conflictsviolation, violations, defaults, terminations default or cancellations that right of termination or cancellation would not have a Material Adverse Effectbe material. (b) To the knowledge of SellerExcept as set forth on Schedule 3.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Seller Holders or the Company in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller Holders or the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) where the entry of the Sale failure to obtain such consent, waiver, approval, Order, and (ii) such other consentsPermit, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain authorization or make notice would not have a Material Adverse Effectbe material.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by each Seller of this Agreement and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby to which it is a party, the consummation of the transactions contemplated hereby or therebyhereby, or compliance by such Seller with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Sale OrderOrder or any other Order entered by the Bankruptcy Court, any Contract Contract, Lease or Permit to which such Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or any of the properties or assets of such Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Except as set forth on Schedule 5.3(b) and except to the knowledge of Sellerextent not required if the Sale Order is entered or any other Order is entered by the Bankruptcy Court, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller in connection with the execution and delivery of this Agreement or the Seller Documentsany other agreement, document or instrument contemplated hereby to which it is a party, the compliance by any Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by any Seller of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act and (ii) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 5.3 and other than Contracts that have been terminated or will expire by their terms before or upon the knowledge Closing or Contracts with Affiliates of SellerSeller that will be terminated before or upon the Closing, none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will (a) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation limited partnership and by-laws or comparable organizational documents the limited partnership agreement of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are boundbound (other than with respect to any provisions related to changes in credit ratings); (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereofare bound; or (iv) subject to entry of the Sale Order, any applicable Law, ; other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not reasonably be expected to have a Material Adverse Effect. ; or (b) To the knowledge of Seller, no require Seller to obtain any consent, waiver, approval, Order, Permit or authorization of, or declaration declare or filing file with, or give notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyBody, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as may result from any facts or circumstances relating solely to the knowledge Purchaser or any of Sellerits Affiliates (including revenues thereof), or except as contemplated by this Agreement, none of the execution execution, delivery and delivery performance by Seller the Company of this Agreement or by Seller of the Seller Documentsother Transaction Documents to which the Company is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Company with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) or loss of a benefit under, or give rise to a right of termination termination, consent or cancellation under or increase in any fee, liability or obligation under, any provision of (i) the certificate Existing Articles or the memorandum and articles of incorporation and by-laws association or comparable organizational documents of Sellerany other Group Company; (ii) subject to entry of the Sale Order, any Material Contract or Permit Material License (other than those relating to which Seller is a party the Carved-out Business); (iii) any Order applicable to any Group Company or by which any of the properties or assets of Seller any Group Company are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other thanexcept, in the case of clauses (ii), (iiithis Section 3.3(a)(iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that as would not have a Material Adverse Effectmaterially and adversely affect the liability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on to be obtained or completed by the part of Seller Group Companies in connection with the execution and delivery of this Agreement or the Seller Documents, other Transaction Documents or the compliance by Seller the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (iy) where failure to obtain such consent, waiver, approval, Order, Permit or authorization, or make such declaration or filing, would not prevent or materially delay the entry consummation by the Company of the Sale Order, transactions contemplated by this Agreement and the other Transaction Documents to which the Company is a party or (iiz) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure as may be necessary as a result of which any facts or circumstances relating solely to obtain any party hereof or make would not have a Material Adverse Effectany of its Affiliates.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller the Schlumberger Entities of this Agreement or by Seller of the Seller Schlumberger Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Schlumberger Entities with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to acceleration of rights or obligations, or a right of termination or cancellation under any provision of (i) the certificate of incorporation or amalgamation (as the case may be), any unanimous shareholder agreement, and by-laws or comparable organizational documents of Sellereither of the Schlumberger Entities; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller either of the Schlumberger Entities is a party or by which any of the properties or assets of Seller Schlumberger Contributed Assets are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller either of the Schlumberger Entities or by which any of the properties or assets of Seller as of the date hereofSchlumberger Contributed Assets are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Schlumberger Entities in connection with the execution and delivery of this Agreement or the Seller Schlumberger Documents, the compliance by Seller the Schlumberger Entities with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby thereby, or the taking by Seller the Schlumberger Entities of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderAntitrust Law, and (ii) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain be obtained or make made would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and execution, delivery or performance by Seller Buyer of this Agreement or by Seller of the Seller Buyer Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate Organizational Documents of incorporation and by-laws or comparable organizational documents of SellerBuyer; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Buyer is a party or by which any of the its properties or assets of Seller are otherwise bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Buyer or by which any of the its properties or assets of Seller as of the date hereofare otherwise bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses clause (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectbe material to Buyer’s ability to consummate the transactions contemplated hereby. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Seller Buyer in connection with the execution and delivery of this Agreement or the Seller Buyer Documents, the compliance by Seller Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby thereby, or the taking by Seller Buyer of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such compliance with any other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not have be material to Buyer’s ability to consummate the transactions contemplated hereby. (c) Except for approval by the board of directors of Grocery Outlet Holding Corp., a Material Adverse EffectDelaware corporation, none of the execution, delivery or performance by Buyer of this Agreement or the Buyer Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Buyer with any of the provisions hereof or thereof, requires the vote or approval of the holders of any class or series of capital stock or other securities of Buyer or any direct or indirect equity holder of Buyer.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by any Seller of this Agreement and any other Seller Document or by Seller the Company of the Seller Documentsthis Agreement and any other Company Document, the consummation of the transactions contemplated hereby or thereby, or compliance by any Seller or the Company with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or default (with or without notice or lapse of timethe breach of, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate articles of incorporation and by-laws incorporation, bylaws or comparable other organizational documents of the Company or any Seller; (ii) subject to entry of conflict with, violate, result in the Sale Orderbreach or termination of, or constitute a default under any Contract note, bond, mortgage, indenture, license, agreement or Permit other instrument or obligation to which the Company or any Seller is a party or by which it or any of its respective properties or assets is bound; (iii) violate any Law, Order or decree of any Governmental Body or authority by which the Company or any Seller is bound; or (iv) result in the creation of any Lien upon the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Company or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse EffectSeller. (b) To the knowledge of SellerExcept as set forth on SCHEDULE 4.6(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller or the Company in connection with (i) the execution and delivery of this Agreement Agreement, any other Seller Document or the Seller DocumentsCompany Document or any Material Contract, (ii) the compliance by each Seller or the Company as the case may be, with any of the provisions hereof or thereof, except for compliance with the applicable requirements of the HSR Act or (iii) the consummation of the transactions contemplated hereby or thereby or hereby. Neither the taking by Seller Company nor the Shareholders aware of any other action contemplated hereby or thereby, except for (i) Material Contract with a vendor which would require the entry consent of such vendor to continue to supply the Sale Order, Company after the Closing Date. The Company purchases products from a large number of vendors and (ii) many of its relationships with vendors are based on oral understanding and custom. Some vendors have in the past supplied the Company pursuant to written agreements which the Company can no longer locate. The Company has not requested any such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectinformation from such vendors.

Conflicts; Consents of Third Parties. (a) To Except (a) as set forth in Section 5.4(a) of the knowledge Seller Disclosure Schedule, (b) for Consents that may be required in connection with the transfer of Sellerthe Assumed Airport Concession Agreements or (c) as permitted by the Sale Approval Order, none of the execution and delivery by the Seller of this Agreement or by Seller of the Seller Documentsany Seller’s Document, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (A) result in the loss or impairment of the rights of the Seller in any Seller Intellectual Property which would, individually or in the aggregate, materially impair the Seller’s ability to operate the Business in the Ordinary Course of Business or (B) conflict with, or result in any violation of or constitute a breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, payment, amendment, termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerOrganizational Documents; (ii) subject to and assuming entry of the Sale Approval Order, any Contract or Permit to which the Seller is a party or by which any of the properties or assets of the Seller are is bound, including any Assumed Contract; (iii) subject to and assuming entry of the Sale Approval Order, any Order order of any Governmental Body applicable to the Seller or any of the properties or assets of the Seller, including the Seller as of Purchased Assets, or the date hereofBusiness; or (iv) subject to and assuming entry of the Sale Approval Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have have, individually or in the aggregate, a Material Adverse EffectEffect on the Seller’s ability to operate the Business in the Ordinary Course of Business. (b) To Except (a) as set forth in Section 5.4(b) of the knowledge Seller Disclosure Schedule or (b) for Consents that may be required in connection with the transfer of Sellerthe Assumed Airport Concession Agreements, no consent, waiver, approval, Orderorder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or other Person is required on the part of the Seller in connection with the execution and delivery of this Agreement or the Seller Seller’s Documents, the compliance by the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Approval Order, and (ii) such other consents, waivers, approvals, Ordersorders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have have, individually or in the aggregate, a Material Adverse EffectEffect on the Seller’s ability to operate the Business in the Ordinary Course of Business.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by each Seller of this Agreement and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, the consummation of the transactions contemplated hereby or and thereby, or compliance by such Seller with any of the provisions hereof or and thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable limited liability company organizational documents of such Seller; (ii) subject except to entry of the extent not required if the Sale OrderOrder is entered and except as set forth on Schedule 5.3(a), any Contract Contract, Lease or Permit to which such Seller is a party or by which any of the properties or assets of such Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), than such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectreasonably be expected to be material, individually or in the aggregate, to the ownership and operation of the Business or to the Acquired Location(s) impacted by the conflict, violation, default, termination or cancellation; (iii) except to the extent not required if the Sale Order is entered, any Order of any Governmental Body applicable to such Seller or any of the properties or assets of such Seller as of the Effective Date; or (iv) except to the extent not required if the Sale Order is entered, any applicable Law. (b) To Except for the knowledge of Sellernotification required under the HSR Act, except as set forth on Schedule 5.3(b) and except to the extent not required if the Sale Order is entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Sellers in connection with the execution and delivery of this Agreement or the Seller Documentsany other agreement, document or instrument contemplated hereby or thereby to which it is a party, the compliance by Seller the Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby thereby, the assignment or conveyance of the Purchased Assets, or the taking by Seller the Sellers of any other action contemplated hereby or thereby, except for (i) the entry of the Sale OrderOrder and receipt of such other authorizations as is required by the Bankruptcy Court, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectreasonably be expected to be material, individually or in the aggregate, to the ownership and operation of the Business or to the Acquired Location(s) impacted by such failure.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 5.3(a) (the knowledge of Seller“Required Consents”), none of the execution and or delivery by Seller the Sellers or the Principal of this Agreement or by Seller any of the Seller other Transaction Documents, the consummation of any of the transactions contemplated hereby or thereby, or compliance by Seller the Sellers or any Principal with any of the provisions hereof or thereof does or will conflict with, or result in any violation of, or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or result in the loss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination termination, modification or cancellation under under, or result in the creation of any Lien, upon any of the Purchased Assets under, any provision of (i) the certificate articles of incorporation and by-laws organization or comparable operating agreement of each Seller or similar organizational documents of Sellerthe Principal (as applicable); (ii) subject to entry of the Sale Order, any material Contract or Permit to which Seller the Business, the Sellers or any Principal is a party or by which the Sellers, any Principal or any of the properties or assets of Seller are Purchased Assets is bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller the Business, the Sellers or any Principal or by which the Sellers, any Principal or any of the properties or assets of Seller as of the date hereofPurchased Assets is bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Except for the knowledge of SellerRequired Consents, no consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Sellers or any Principal in connection with the execution and execution, delivery or performance of this Agreement or any of the Seller other Transaction Documents, the compliance by Seller the Sellers and the Principal with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by the Seller of this Agreement Agreement, the applicable Ancillary Agreements and each other agreement, document or by Seller of instrument contemplated hereby or thereby to which the Seller Documentsis a party, the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller’s Governing Documents; (ii) subject to entry of the Sale Order, any Contract or Permit to which the Seller is a party or by which any of the properties or assets of the Seller are bound; (iii) subject to entry of the Sale any Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law; except (A) in each case, other thanfor the Bankruptcy Cases and to the extent that any Bankruptcy Court approval is required, (B) as set forth on Section 6.3(a) of the Seller Disclosure Schedule, and (C) in the case of clauses (ii), (iii) and or (iv), for any such conflicts, violations, defaults, terminations violations or cancellations defaults that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Seller in connection with the execution and delivery of this Agreement Agreement, the applicable Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which the Seller Documentsis a party, the compliance by the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or thereby, the taking by the Seller of any other action contemplated hereby or thereby, except for (i) as set forth in Section 5.4(b) of the Seller Disclosure Schedule, (ii) the entry of the Sale Order, the Confirmation Order, and requisite Bankruptcy Court approval, or (iiiii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the where failure of which to obtain such consent, waiver, approval, Order, Permit or make authorization of, or declaration or filing with, or notification to, such Person or Governmental Body would not have a Material Adverse Effectnot, individually or in the aggregate, reasonably be expected to be material to the Seller or any Acquired Company.

Conflicts; Consents of Third Parties. (a) To Assuming the knowledge receipt of Sellerthe FCC Consent and the expiration of the waiting period under the HSR Act, none of the execution and delivery by Seller TKH Blocker or the TKH Sellers of this Agreement or by Seller the TKH Documents, or, in the event of the Seller Documentstermination of the XM Agreement, the consummation of the Merger, the TKH Stock Purchase and the transactions contemplated hereby or therebypursuant to the TKH Documents, or compliance by Seller TKH Blocker or the TKH Sellers with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to others a right of termination termination, cancellation or cancellation acceleration of any obligation or any obligation under, or result in the creation of any Liens upon, the WCS Spectrum Licenses or any properties or assets of TKH Blocker, under any provision of (i) the certificate of incorporation and by-laws of TKH Blocker or comparable organizational documents the Organization Documents of Sellerthe TKH Sellers; (ii) subject to entry of the Sale Order, XM Agreement; (iii) any Contract or Permit to which Seller TKH Blocker or the TKH Sellers (insofar as it relates to TKH Blocker, the Company or the Company Subsidiaries) is a party or by which any of the their respective properties or assets of Seller are bound; (iiiiv) subject to entry of the Sale Order, any Governmental Authorization or Order of any Governmental Body applicable to Seller TKH Blocker or TKH Sellers (insofar as it relates to TKH Blocker, the Company or the Company Subsidiaries) or any of the properties or assets of Seller as of TKH Blocker or the date hereofTKH Sellers; or (ivv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller TKH Blocker or any of the TKH Sellers in connection with (i) the execution and delivery of this Agreement or the Seller TKH Documents, the compliance by Seller TKH Blocker or the TKH Sellers with any of the provisions hereof or thereofhereof, or, in the event of the termination of the XM Agreement, the consummation by TKH Sellers of the transactions contemplated hereby TKH Stock Purchase, or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the continuing validity and notifications, effectiveness immediately following the failure Closing of which to obtain or make would not have a Material Adverse Effectany WCS Spectrum License.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 5.3 and other than Contracts that have been terminated or will expire by their terms before or upon the knowledge Closing or Contracts with Affiliates of SellerSeller that will be terminated before or upon the Closing, none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will (a) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of formation of Seller or NGL, the certificate of incorporation of KUS and by-laws the limited liability company agreement of Seller or the LLC Agreement, the bylaws of KUS or comparable organizational documents of Sellerany Subsidiary; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller or any of the Companies or the Subsidiaries is a party or by which any of the properties or assets of Seller or any of the Companies or the Subsidiaries are boundbound (other than with respect to any provisions related to changes in credit ratings); (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the Companies or the Subsidiaries or by which any of the properties or assets of Seller as or any of the date hereofCompanies or the Subsidiaries are bound; or (iv) subject to entry of the Sale Order, any applicable Law, ; other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not reasonably be expected to have a Material Adverse Effect. ; or (b) To require Seller or any of the knowledge of Seller, no Companies or the Subsidiaries to obtain any consent, waiver, approval, Order, Permit or authorization of, or declaration declare or filing file with, or give notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyBody, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller Purchaser of this Agreement or by Seller of the Seller Documentsand each Ancillary Agreement, the consummation of the transactions contemplated hereby or and thereby, or compliance by Seller Purchaser with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; Purchaser, (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Purchaser is a party or by which any of the properties or assets of Seller Purchaser are bound; , (iii) subject to entry of the Sale Order, any Order of any Governmental Body Authority applicable to Seller Purchaser or any of the properties or assets of Seller as of the date hereof; Purchaser, or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to result, individually or in the aggregate, in a Purchaser Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Seller Purchaser in connection with the execution and delivery of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which Purchaser is a party, the compliance by Seller Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby thereby, or the taking by Seller Purchaser of any other action contemplated hereby or thereby, except for (i) the entry of Regulatory Approval, (ii) the Sale OrderAntitrust Approval, and (iiiii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have reasonably be expected to result, individually or in the aggregate, in a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller the Purchaser of this Agreement and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, the consummation of the transactions contemplated hereby or and thereby, or compliance by Seller it with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the its certificate of incorporation and by-laws or comparable organizational documents of Seller; bylaws, (ii) subject to entry of the Sale Orderany agreement, any Contract contract, indenture, note, bond, lease, license, approval, authorization, consent, or Permit permit to which Seller it is a party or by which any of the its properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), than such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Purchaser or its ability to consummate the Transactions or perform its obligations under this Agreement; (iii) any Order of any Governmental Body applicable to it or any of its properties or assets as of the Effective Date; or (iv) any applicable Law. (b) To Except for the knowledge of Sellernotification required under the HSR Act, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which the Seller DocumentsPurchaser is a party, the compliance by Seller it with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby thereby, or the its taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make make, would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Purchaser or its ability to consummate the Transactions or perform its obligations under this Agreement.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 4.6: (a) To the knowledge of Seller, none of Neither the execution and delivery by the Seller of this Agreement or by Seller of and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or nor compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or default (with or without notice or lapse of timethe breach of, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and or by-laws or comparable organizational documents of the Company or Seller; (ii) subject to entry of conflict with, violate, result in the Sale Orderbreach or termination of, or constitute a default under any Contract note, bond, mortgage, indenture, license, agreement or Permit other instrument or obligation to which the Company or Seller is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, rule, regulation, order or decree of any GOVERNMENTAL BODY or authority by which the Company or Seller is bound; or (iv) result in the creation of any LIEN upon the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other thanCompany except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches or defaults as would not, terminations individually or cancellations that would not in the aggregate, have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body GOVERNMENTAL BODY is required on the part of the Seller or the Company in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Seller or the Company, as the case may be, with any of the provisions hereof or thereofthereof including Purchaser's rights under this Agreement (e.g., without limitation, no assignment necessary for the consummation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇ Lease Agreement with the Redevelopment Authority for the City of ▇▇▇▇▇▇-▇▇▇▇▇) (c) All grants, loans or similar financial obligations of the transactions contemplated hereby Company to any federal, state or thereby or local government entity are set forth on SCHEDULE 4.6(C) ("Grants"). Seller has complied with and fulfilled all requirements under the taking by Seller of any other action contemplated hereby or therebyGrants, except for (i) the entry 1000 full time employment job provisions of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect▇▇▇▇▇▇-▇▇▇▇▇ Equipment Grant.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or the loss of a material benefit under any provision of (iA) the certificate Certificate of incorporation and by-laws Incorporation or comparable organizational documents Bylaws of Seller; (iiB) subject to entry of the Sale Order, any Purchased Contract or Seller Permit to which Seller is a party or by which any of the properties or assets of Seller Purchased Assets are bound; (iiiC) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereofPurchased Assets are bound; or (ivD) subject to entry of the Sale Order, any applicable Law, other than, ; or (ii) result in the case creation or imposition of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectany Lien other than Permitted Exceptions on the Purchased Assets. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or and thereof, the consummation of the transactions contemplated hereby or thereby Transactions or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and or (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the continuing validity and notifications, effectiveness immediately following the failure Closing of which to obtain any Purchased Contract or make would not have a Material Adverse EffectSeller Permit.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by Seller or Parent of this Agreement or by the Transaction Documents to which Seller of the Seller Documentsor Parent is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller or Parent with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational constituent documents of SellerSeller or Parent; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller or Parent is a party or by which any of the their respective properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or Parent or by which any of the their respective properties or assets of Seller as of the date hereofare bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller or Parent in connection with the execution and delivery of this Agreement or the Transaction Documents to which Seller Documents, or Parent is a party or the compliance by Seller or Parent with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and or notifications, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth in Schedule 5.3(a), none of the execution and delivery by Seller the Company of this Agreement or by Seller of the Seller Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Company with any of the provisions hereof or thereof will (i) conflict withwith or violate the certificate of incorporation and by-laws or comparable organizational documents of the Company or any of its Subsidiaries, (ii) conflict with or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination or cancellation under of any provision obligation, or result in the creation of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry any Lien upon any of the Sale Orderproperties or assets of the Company or any of its Subsidiaries under, any any: (a) Material Contract or material Permit to which Seller the Company or any of its Subsidiaries is a party or by which any of the properties or assets of Seller the Company or any of its Subsidiaries are bound; (iiib) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller the Company or any of its Subsidiaries or by which any of the properties or assets of Seller as the Company or any of the date hereofits Subsidiaries are bound; or (ivc) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses clause (ii), (iii) and (iv), for such conflicts, violations, defaults, terminations or cancellations items that would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth in Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person (under any Contract or otherwise) or Governmental Body is required on the part of Seller the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Seller Documents, Company Documents or the compliance by Seller the Company or any of its Subsidiaries with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings (i) required to be made under the applicable requirements of the HSR Act and the rules and regulations promulgated thereunder and any other applicable Antitrust Laws, filings (ii) as may be required by any applicable federal or state securities or “blue sky” laws, and notifications(iii) the absence of which, or the failure of which to obtain make which, individually or make in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.4(a), none of the execution and delivery by the Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation, payment or cancellation acceleration of any obligation or loss of any material benefit, or result in the creation of any Encumbrance on any of the Purchased Assets under any provision of (i) the certificate of incorporation formation and by-laws or comparable organizational documents operating agreement of the Seller; , (ii) subject to entry of the Sale Order, any Contract or Permit to which the Seller is a party or by which any of the properties Purchased Assets is bound or assets of Seller are bound; subject to, or (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iviii), where such conflicts, violations, defaults, terminations or cancellations that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 5.4(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of the Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Seller of any other action contemplated hereby or therebyhereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, where the failure of which to obtain be obtained or make made would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Buyer or Merger Sub of this Agreement or by Seller of the Seller Buyer Documents, the consummation by Buyer or Merger Sub of the transactions contemplated hereby or therebyTransactions, or compliance by Seller Buyer or Merger Sub with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws bylaws of Buyer or comparable organizational documents of SellerMerger Sub; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Buyer or Merger Sub is a party party; (iii) any Order to Buyer or Merger Sub or by which any of the properties or assets of Seller Buyer or Merger Sub are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectreasonably be expected to prohibit or restrain the ability of Buyer or Merger Sub to consummate the Transactions. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Buyer or Merger Sub in connection with the execution and delivery by Buyer or Merger Sub of this Agreement or the Seller Buyer Documents, the compliance by Seller Buyer or Merger Sub with any of the provisions hereof or thereof, or the consummation by Buyer or Merger Sub of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for for: (i) filings required under and in compliance with the entry applicable requirements of the Sale Order, HSR Act and the other Antitrust Laws; and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure filing of which the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to obtain or make would not have a Material Adverse Effectthe DGCL.

Conflicts; Consents of Third Parties. (a) To Subject to satisfaction of the knowledge of Sellercondition set forth in Section 10.3(c) and except as set forth on Schedule 5.3(a), none of the execution and delivery by such Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by such Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents bylaws of such Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which such Seller is a party or by which any of the properties or assets of such Seller are boundbound except to the extent any of the foregoing is not enforceable due to operation of applicable bankruptcy Law or the Sale Order; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or any of the properties or assets of Seller as of the date hereofsuch Seller; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations terminations, cancellations or cancellations accelerations that would not reasonably be expected to have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of such Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Documents to which such Seller with any of the provisions hereof is a party or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, if any, (ii) the entry of the Sale Order, (iii) the entry of the Bidding Procedures Order with respect to such Seller's obligations under Section 7.1, and (iiiv) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain be obtained or make made would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as set forth in Section 5.3(a) of the knowledge of SellerDisclosure Memorandum, none of the execution and delivery by Parent or Seller of this Agreement or by Parent, Seller and the Subsidiaries of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Parent, Seller and the Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation under acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Seller or the Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller or the Subsidiaries under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerSeller or any Subsidiary; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller or any Subsidiary is a party or by which any of the properties or assets of Seller or any Subsidiary are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any Subsidiary or by which any of the properties or assets of Seller as of the date hereofor any Subsidiary are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other thanexcept, in the case of with respect to clauses (ii), (iii) and - (iv)) above, for any such conflictsconflict, violationsviolation, defaultsdefault, terminations right of termination, cancellation or cancellations acceleration that would not have have, or be reasonably likely to have, a Material Adverse Effect. (b) To the knowledge of Seller, no consentNo Consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Parent, Seller or any Subsidiary in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Parent, Seller or any Subsidiary with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Parent, Seller or any Subsidiary of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and thereby or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Seller or any Subsidiary, except (A) as set forth in Section 5.3(b) of the Disclosure Memorandum and (B) where the failure to obtain such other consentsConsents, waivers, approvals, Orders, Permits, authorizations, declarations, Permits or authorizations or to make such filings and or notifications, the failure of which to obtain or make would not have result in, or be reasonably likely to result in, a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by Seller Sellers of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller Sellers with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Sellers to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Sellers or any Acquired Subsidiary under any provision of (i) the certificate Articles of incorporation Incorporation and by-laws Bylaws or comparable organizational documents of SellerSellers or any Acquired Subsidiary; (ii) subject to entry of the Sale Order, any Contract or Permit to which any Seller or any Acquired Subsidiary is a party or by which any of the properties or assets of Seller Sellers or any Subsidiary are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to any Seller or any Subsidiary or any of the properties or assets of Seller as of the date hereofSellers or any Subsidiary; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller or any Acquired Subsidiary in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller Sellers with any of the provisions hereof or and thereof, or the consummation of the transactions contemplated hereby Transactions, or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the continuing validity and notifications, effectiveness immediately following the failure Closing of which to obtain any Permit or make would not have a Material Adverse EffectContract of Sellers or any Subsidiary.

Conflicts; Consents of Third Parties. (a) To Except as set forth on Section 5.3(a) of the knowledge of SellerSeller Disclosure Schedule, none of the execution and delivery by each Seller of this Agreement Agreement, the Ancillary Agreements and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, the consummation of the transactions contemplated hereby or thereby, or and thereby and compliance by such Seller with any of the provisions hereof or thereof will do not and shall not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Seller to make any payment under or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the Purchased Assets or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Bidding Procedures Order and the Sale Order, any Contract or Permit to which a Seller Entity is a party or by which any of the properties or assets of such Seller Entity are bound; (iii) subject to entry of the Bidding Procedures Order and the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereofOrder; or (iv) subject to entry of the Bidding Procedures Order and the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Except as set forth on Section 5.3(b) of the knowledge Seller Disclosure Schedule or on Section 5.6(a) of Sellerthe Seller Disclosure Schedule, and except to the extent not required if the Bidding Procedures Order and the Sale Order are entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller Entity in connection with the execution and delivery of this Agreement Agreement, the Ancillary Agreements or the any other agreement, document or instrument contemplated hereby or thereby to which any Seller DocumentsEntity is a party, the compliance by Seller the Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller the Sellers of any other action contemplated hereby or therebythereby (with or without notice or lapse of time, or both), except for (i) the entry of the Bidding Procedures Order and the Sale Order, and (ii) such other immaterial consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, and (iii) consents that are customarily obtained following the failure consummation of which an asset sale of this type and nature (e.g., consents to obtain or make would not have a Material Adverse Effectassign for Federal, State and Indian leases).

Conflicts; Consents of Third Parties. (a) To Except as set forth on Schedule 5.3(a) hereto and subject to the knowledge expiration or termination of Sellerthe waiting period under the HSR Act and the FINRA Approval, none of the execution and delivery by Seller Buyer of this Agreement or by Seller and of the Seller Buyer Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws formation or limited liability company agreement or comparable organizational documents of SellerBuyer; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Buyer is a party or by which any of the properties or assets of Seller Buyer are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Buyer or by which any of the properties or assets of Seller as of the date hereofBuyer are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Except as set forth on Schedule 5.3(b), the knowledge of SellerNegative Consent Notice set forth in Section 6.16, any filings as may be required under the HSR Act and compliance with the FINRA Approval, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Buyer in connection with the execution and delivery of this Agreement or the Seller Documents, Buyer Documents or the compliance by Seller Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notificationsor notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain or make would not aggregate, have a Material Adverse Effectmaterial adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; , (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; , (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereof; are bound, or (iv) subject to entry of the Sale Order, any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and through (iv)) as would not, such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectreasonably be expected to, individually or the aggregate, prevent or materially impair or delay (1) Seller’s ability to consummate the Transactions or (2) Seller’s performance of its obligations hereunder or thereunder. (b) To the knowledge of SellerExcept as set forth on Schedule 3.2(b), no consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, or notification to, any Person or (including any Governmental Body Body) is required on the part of Seller in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, the compliance by Seller with any of the provisions hereof or thereofthereof (including the performance of its obligations hereunder or thereunder), or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse EffectTransactions.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller Parent and Purchaser of this Agreement and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby or thereby to which Parent and Purchaser is a party, the consummation of the transactions contemplated hereby or and thereby, or compliance by Seller Parent and Purchaser with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerParent and Purchaser; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Parent or Purchaser is a party or by which any of the properties or assets of Seller Parent or Purchaser are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Parent or Purchaser or any of the properties or assets of Seller Parent or Purchaser as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent or Purchaser in connection with the execution and delivery of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which Parent or Purchaser is a party, the compliance by Seller Parent or Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or thereby, the taking by Seller Parent or Purchaser of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make make, would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To Except as set forth in Section 5.4(a) of the knowledge of SellerSeller Disclosure Schedule or as permitted by the Sale Order, none of the execution and delivery by Seller Sellers of this Agreement or by Seller of the Seller Documentsany Sellers’ Document, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Sellers with any of the provisions hereof or thereof will (A) result in the loss or material impairment of the rights of Sellers in any Seller Intellectual Property or (B) conflict with, or result in any violation of or constitute a breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, payment, amendment, termination or cancellation under any provision of (i) the certificate of incorporation and by-laws MSN Certificate, the MSN Bylaws or comparable organizational documents of Sellerthe Subsidiary Organizational Documents; (ii) subject to and assuming entry of the Sale Order, any Contract or Permit to which any Seller is a party or by which any of the properties or assets of Seller are Sellers is bound, including any Assigned Contract; (iii) subject to and assuming entry of the Sale Order, any Order order of any Governmental Body applicable to any Seller or any of the properties or assets of Seller as of Sellers, including the date hereofPurchased Assets, or the Business; or (iv) subject to and assuming entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Sellers’ ability to operate the Business in the Ordinary Course of Business. (b) To Except (i) as set forth in Section 5.4(b) of the knowledge of Seller, Seller Disclosure Schedule and (ii) no consent, waiver, approval, Orderorder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or other Person is required on the part of Seller Sellers in connection with the execution and delivery of this Agreement or the Seller Sellers’ Documents, the compliance by Seller Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Sellers of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Ordersorders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have have, individually or in the aggregate, a Material Adverse EffectEffect on the Sellers’ ability to operate the Business in the Ordinary Course of Business.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Parent of this Agreement or by each Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by each Seller with any of the provisions hereof or thereof will conflict with, or result in any material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which such Seller or any agreement or Permit to which any JV Investor is a party or by which any of the properties or assets of such Seller or any JV Investor are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or any of the properties or assets of such Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by such Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by such Seller of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, and (ii) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 7.3(a), none of the execution execution, delivery and delivery performance by Seller Purchaser of this Agreement or by Seller of the Seller Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents bylaws of SellerPurchaser; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Purchaser is a party or by which Purchaser or its properties or assets are bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Seller Purchaser are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, than in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have have, or reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on Purchaser's ability to consummate the transactions contemplated hereby or by any Purchaser Document. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Purchaser in connection with the execution and delivery of this Agreement or the Seller Purchaser Documents, the compliance by Seller Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Purchaser of any other action contemplated hereby or therebyhereby, except for (i) for compliance with the entry applicable requirements of the Sale OrderHSR Act, and (ii) in connection or in compliance with the insurance laws of the jurisdictions set forth in Schedule 7.3(b), (iii) for such other consents, waivers, approvals or authorizations of Persons (other than Governmental Bodies) as have been obtained on or before the date hereof and (iv) for such other consents, waivers, approvals, Orders, Permits, permits or authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have have, or reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on Purchaser's ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by the Seller of this Agreement or by Seller of and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or default (with or without notice or lapse of timethe breach of, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and or by-laws or comparable organizational documents of Sellerthe Seller or either of the Companies; (ii) subject conflict with, violate, result in the breach or termination of, or constitute a default under any Contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to entry which the Seller or either of the Sale Order, any Contract or Permit to which Seller Companies is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Seller or either of the Companies is bound; or (iv) result in the creation of any Lien upon the properties or assets of the Seller are bound; (iii) subject to entry or either of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other thanCompanies except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches or defaults as would not, terminations individually or cancellations that would not in the aggregate, have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 4.6(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Seller or either of the Companies in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Seller or either of the Companies as the case may be, with any of the provisions hereof or thereof, except for compliance with the consummation of the transactions contemplated hereby or thereby or the taking by Seller applicable requirements of any other action contemplated hereby or thereby, except for (i) applicable Antitrust Acts and the entry of the Sale Order, rules and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectregulations promulgated thereunder.

Conflicts; Consents of Third Parties. (a) To the knowledge Knowledge of SellerSellers, none of the execution and delivery by any Seller of this Agreement or by any Seller a party thereto of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by any Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of each Seller; (ii) subject to entry of the Sale Order, any Contract applicable Law or Permit any Order of any Governmental Body applicable to which any Seller is a party or by which any of the properties or assets of any Seller are boundas of the date hereof; or (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge Knowledge of SellerSellers, no consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Sellers in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller Sellers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller Sellers of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, Order and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure entry of which to obtain or make would not have a Material Adverse Effectthe Procedures Order.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerAssuming that all consents, approvals, authorizations and Permits described in Section 5.3(b) have been obtained and all filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, none of the execution and delivery by Seller Merger Sub or Parent of this Agreement or by Seller and of the Seller Merger Sub Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller Merger Sub with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Sellerthe Merger Sub or Parent; (ii) subject to entry of the Sale Orderany material Contract, any Contract or material Permit to which Seller Merger Sub or Parent is a party or by which any of the properties or assets of Seller Merger Sub or Parent are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body Entity applicable to Seller Merger Sub or Parent or by which any of the properties or assets of Seller as of the date hereofMerger Sub or Parent are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, except in the case of clauses (ii), (iiii) and through (iv), where such conflicts, violations, breaches, defaults, terminations losses or cancellations that rights would not have cause a Material Adverse Effectmaterially adverse impact on the ability of Parent or Merger Sub to perform its obligations under this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Seller Parent in connection with the execution and delivery of this Agreement or the Seller Documents, Merger Sub Documents or the compliance by Seller Parent with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act, and (ii) such other consentsthe filing of the Articles of Merger with the Secretary of State of the State of Texas pursuant to the TBCA and Section 2.1 hereof, waivers(iii) Alcohol Filings, approvals, Orders, Permits, authorizations, declarations, filings (iv) Lottery Filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effect(v) Storage Tank Filings.

Conflicts; Consents of Third Parties. (ai) To the knowledge of Seller, none None of the execution and delivery by Seller CCL of this Agreement or by Seller of the Seller DocumentsPurchaser Documents to which it is a party, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller CCL with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; CCL, (ii) subject to entry of the Sale Order, any Contract or of Permit to which Seller CCL is a party or by which any of the properties CCL is bound, or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller CCL or any of the their respective properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv)any case, such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of CCL to perform its obligations under this Agreement or to consummate the Transactions. (bii) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller CCL in connection with the execution and delivery of this Agreement or the Seller Purchaser Documents, the compliance by Seller CCL with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller CCL of any other action contemplated hereby or thereby, except for (i) compliance with the entry of the Sale Order, Confirmation Order and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not be reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of CCL to perform its obligations under this Agreement.

Conflicts; Consents of Third Parties. (a) To the knowledge None of Seller, none of ------------------------------------ the execution and delivery by Seller of this Agreement or by Seller of hereof and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, thereby or compliance by Seller and its Subsidiaries with any of the provisions hereof or thereof will conflict with(a) result in the breach of any provision of the certificate or articles of incorporation, by-laws or similar organizational documents of Seller or any Purchased Company; (b) violate, result in the breach or termination of, or result in any violation of or default constitute (with or without notice or of lapse of time, time or both) under, a default or give rise to a any right of consent, cancellation, termination or cancellation acceleration or right to increase the obligations or otherwise modify the terms under any provision Material Business Contract or any Contract listed in Sections 4.11(b) or 4.12(a) of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerSeller Disclosure ---------------- ------- Schedule; (iic) subject to entry of the Sale Order, any Contract or Permit to which Seller is constitute a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order material violation of any Governmental Body Law applicable to Seller or any of the properties or assets of Seller as of the date hereofPurchased Company; or (ivd) subject to entry result in the creation or imposition of any Lien (other than any Lien in favor of Purchaser and Permitted Exceptions) upon any of the Sale Order, any applicable Law, other than, in Purchased Assets or the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of Seller, no Purchased Shares. No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller or any Purchased Company in connection with the execution and delivery of this Agreement hereof or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller and its Subsidiaries with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) for such other consents, waivers, approvals, Orders, PermitsPermits or authorizations of, authorizationsor declarations or filings with, declarationsor notifications to, filings and notifications, any Person or Governmental Body the failure of which to obtain receive or make would not have a materially impair the continued operation of the Business or of any Material Adverse EffectSite and (ii) for compliance with the applicable requirements of (x) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the "HSR ACT"), (y) Council Regulation (EEC) No. 4064/89 of the Commission of the European Communities (the "EC REGULATION") or (z) other applicable merger control or similar Laws.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerAssuming that all consents, approvals, authorizations and Permits described in Section 4.3(b) have been obtained and all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, none of the execution and delivery by Seller Company of this Agreement or by Seller of the Seller Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation under acceleration of any obligation or loss of a material benefit under, or give rise to any obligation of Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of Company or any Subsidiary under, any provision of (i) the certificate articles of incorporation and by-laws or comparable organizational documents of SellerCompany or any Subsidiary; (ii) subject to entry of the Sale Orderany material Contract, any Contract or material Permit to which Seller Company or any Subsidiary is a party or by which any of the properties or assets of Seller Company or any Subsidiary are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Company or any Subsidiary or any of the properties or assets of Seller as of the date hereofCompany or any Subsidiary; or (iv) subject to entry of the Sale Order, any applicable Law, other thanexcept to the extent such conflict, in the case of clauses (ii)violation, (iii) breach, default, loss or right as would cause a material adverse impact on Company and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectits Subsidiaries. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Seller Company or any Subsidiary in connection with (i) the execution and delivery of this Agreement or Agreement, the Seller Company Documents, the compliance by Seller Company with any of the provisions hereof hereof, or thereof, the consummation by Company or any subsidiary of the transactions contemplated hereby hereby, or thereby or (ii) the taking by Seller continuing validity and effectiveness immediately following the Closing of any other action contemplated hereby material Permit or therebymaterial Contract of Company or any Subsidiary, except for (iA) compliance with the applicable requirements of the HSR Act, (B) the entry filing of the Sale OrderArticles of Merger with the Secretary of State of the State of Texas pursuant to the TBCA and Section 2.1 hereof, (C) Alcohol Filings, (D) Lottery Filings and (iiE) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse EffectStorage Tank Filings.

Conflicts; Consents of Third Parties. (a) To Except (i) as required by the knowledge of SellerHSR Act and (ii) as set forth on Schedule 3.3(a), none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, neither the consummation of the transactions contemplated hereby or thereby, or nor compliance by Seller or the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of SellerSeller or the Company; (ii) subject to entry of the Sale Order, any Material Contract or material Permit to which Seller or the Company is a party or by which any of the material properties or assets of Seller or the Company are bound; (iii) subject to entry of the Sale Order, any material Order of any Governmental Body Entity applicable to Seller or the Company, or by which any of the material properties or assets of Seller as of or the date hereofCompany are bound; (iv) any applicable Law; or (ivv) subject to entry of the Sale OrderReal Property Lease, any applicable Law, other than, except in the case of clauses (ii)ii)-(iv) where such conflict, (iii) and (iv)violation, such conflicts, violations, defaults, terminations default or cancellations that right of termination or cancellation would not reasonably be expected to have a Material Adverse Effect. (b) To Except (i) as required by the knowledge of SellerHSR Act and (iii) as set forth on Schedule 3.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Seller or the Company in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller or the Company with any of the provisions hereof hereof, or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyhereby, except for (i) where the entry of the Sale failure to obtain such consent, waiver, approval, Order, and (ii) such other consentsPermit, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain authorization or make notice would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 3.3(a), none of the execution and delivery by Seller the Company of this Agreement or by Seller of the Seller Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Company with any of the provisions hereof or thereof will (i) violate, conflict with or result in a breach of the articles or certificate of incorporation or by-laws of any of the Acquired Companies; (ii) conflict with, or result in any violation of, material breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation, acceleration, or cancellation under loss of any material benefit under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Orderany Material Contract, any Contract or Permit to which Seller any of the Acquired Companies is a party or by which any of the properties or assets of Seller any of the Acquired Companies are bound, affected or cause the creation of any Lien upon any of the assets of any of the Acquired Companies; (iii) subject to entry of obtaining the Sale Orderconsents listed in Schedule 3.3(b), conflict with or violate any Order of any Governmental Body Authority applicable to Seller any of the Acquired Companies or by which any of the properties or assets of Seller as any of the date hereofAcquired Companies are bound, affected; or (iv) subject conflict with any Law applicable to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations Acquired Company or cancellations that would not have a Material Adverse Effectits assets or properties. (b) To the knowledge of SellerExcept as set forth on Schedule 3.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Seller any of the Acquired Companies in connection with the execution and delivery of this Agreement or the Seller Documents, Company Documents or the compliance by Seller the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry filing of a Certificate of Merger with the Secretary of State of the Sale OrderState of Delaware, (ii) required filing of the Certificate of Merger with the Secretary of State of the State of California, (iii) filings in compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”) or the competition laws of any applicable foreign jurisdiction, and (iiiv) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, those that may be required by the failure nature of which to obtain the business or make would not have a Material Adverse Effectownership of Parent or its Affiliates.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution execution, delivery and delivery performance by Seller Parent Parties of this Agreement or by Seller of the Seller Documentsother Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Parent Parties with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination or cancellation under any provision of (i) the certificate Charter Documents of incorporation and by-laws or comparable organizational documents of Sellerthe Parent Group Companies; (ii) subject any Order applicable to entry of the Sale Order, any Contract or Permit to which Seller is a party Parent Group Company or by which any of the properties or assets of Seller any Parent Group Company are bound; or (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other thanLaws, in the each case of clauses (iii), (iiiii) and (iviii), such conflictsexcept as would not, violationsindividually or in the aggregate, defaults, terminations or cancellations that would not have materially and adversely affect the ability of each of Parent Parties to carry out its obligations hereunder and under the other Transactions Documents to which it is a Material Adverse Effectparty and to consummate the transactions contemplated hereby and thereby. (b) To Other than (i) Required Antitrust Clearances and (ii) the knowledge filing of Sellerthe Articles of Merger and other requisite documents required under the BVI Companies Act with the BVI Registrar pursuant to the BVI Companies Act, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on the part of Seller Parent Parties in connection with the execution and delivery of this Agreement or the Seller Documents, other Transaction Documents or the compliance by Seller Parent Parties with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, where the failure of which to make or obtain any such filings, declaration or registration or to give such notice or to obtain such consent, approval, license, permit or make would authorization does not have have, individually or in the aggregate, a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 6.3(a), none of the execution and delivery by Seller the Selling Stockholder of this Agreement or by Seller of the Seller Selling Stockholder Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller the Selling Stockholder with any of the provisions hereof or thereof does or will conflict with, or result in any violation of or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or result in the loss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination termination, modification or cancellation under or result in the creation of any Lien upon any of the properties or assets of the Selling Stockholder under, any provision of (i) the certificate of incorporation and by-laws bylaws or comparable organizational documents of Sellerthe Selling Stockholder (if applicable); (ii) subject to entry of the Sale Orderany Contract, any Contract or Permit to which Seller the Selling Stockholder is a party or by which any of the properties or assets of Seller the Selling Stockholder are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller the Selling Stockholder or by which any of the properties or assets of Seller as of the date hereofSelling Stockholder are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations breaches, loss of benefits, accelerations, modifications, terminations, Liens or cancellations cancellations, that would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Selling Stockholder’s ability to consummate the transactions contemplated hereby. (b) To the knowledge of SellerExcept as set forth on Schedule 6.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller the Selling Stockholder in connection with the execution and execution, delivery or performance of this Agreement or the Seller Documents, Selling Stockholder Documents or the compliance by Seller the Selling Stockholder with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain would not, individually or make would not in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Selling Stockholder’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) To Except as a result of the knowledge of SellerChapter 11 Case or as set forth on Schedule 5.3(a) hereto, none of the execution and delivery by the Seller of this Agreement or by the Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of the Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any material property or asset of the Seller under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of the Seller; (ii) subject to entry of the Sale OrderOrder approving the assumption and assignment of such Purchased Contract or Permit, any Purchased Contract or Permit to which the Seller is a party or by which any of the properties or assets of the Seller are bound; (iii) subject to entry of the Sale Order, any Order of any court, Governmental Body or arbitrator applicable to the Seller or any of the properties or assets of the Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Other than in connection with the knowledge entry of Sellerthe Sale Order or as set forth on Schedule 5.3(b), subject to the entry of the Sale Order, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Seller (i) in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by the Seller of any other action contemplated hereby hereby, or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the continuing validity and notifications, effectiveness immediately following the failure Closing of which to obtain any Purchased Contract or make would not have a Material Adverse EffectPermit of the Seller.

Conflicts; Consents of Third Parties. (a) To Except as a result of the knowledge of SellerChapter 11 Case, none of the execution and delivery by Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Purchased Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any court, Governmental Body or arbitrator applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To Other than in connection with the knowledge commencement of Sellerthe Chapter 11 Case, entry of the Bidding Procedures Order and entry of the Sale Order, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller (i) in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby hereby, or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the continuing validity and notifications, effectiveness immediately following the failure Closing of which to obtain any Contract or make would not have a Material Adverse EffectPermit of Seller.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement or by Seller Parent of the Seller DocumentsTransaction Documents to which Parent will be a party, the consummation by Parent of the transactions contemplated hereby or therebyTransactions, or compliance by Seller Parent with any of the provisions hereof or thereof will (i) violate any provision of the Organizational Documents of Parent; (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Orderany Contract, any Contract or Permit to which Seller Parent is a party party; (iii) violate any Law or Order applicable to Parent or by which any of the properties or assets of Seller Parent are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject result in the imposition or creation of any Lien (other than Permitted Liens) upon or with respect to entry any of the Sale Order, any applicable Law, assets or properties of Parent other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations terminations, Liens or cancellations that would not have a Material Adverse Effectreasonably be expected to prohibit or restrain the ability of Parent to consummate the Transactions. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent in connection with the execution and delivery by Parent of this Agreement or the Seller DocumentsTransaction Documents to which Parent will be a party, the compliance by Seller Parent with any of the provisions hereof or thereof, or the consummation by Parent of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyTransactions, except for (i) filings required under and in compliance with the entry applicable requirements of the Sale Order, and HSR Act; (ii) such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL; and (iii) any other consentsconsent, waiverswaiver, approvalsapproval, OrdersOrder, Permits, authorizations, declarations, filings and notifications, Permit or authorization the failure of which to obtain or make would not have a Material Adverse Effectreasonably be expected to prohibit or restrain the ability of Parent to consummate the Transactions.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller Buyer of this Agreement or by Seller of the Seller Buyer Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) in any amendment, suspension, modification, acceleration of rights under, the imposition of any Lien, violation of or default under, or give rise to a right of termination amendment, suspension, modification, acceleration of rights or cancellation under obligations, termination, cancellation, or to impose any Lien under, any provision of (i) the certificate of incorporation and or by-laws or comparable organizational documents of SellerBuyer; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Buyer is a party or by which it or any of the properties or assets of Buyer is bound; (iii) any Order applicable to Buyer or by which any of the properties or assets of Seller are Buyer is bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflictsamendments, suspensions, modifications, accelerations, impositions, violations, defaults, terminations or cancellations that would not not, individually or in the aggregate, have a Material Adverse Effectan adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit approval or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Buyer in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof Buyer Documents or thereof, the consummation by Buyer of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act, any other applicable Antitrust Laws and Section 13(a) of the Securities Exchange Act of 1934, as amended, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings the rules and notifications, the failure of which to obtain or make would not have a Material Adverse Effectregulations promulgated thereunder.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller Purchaser of this Agreement and each other agreement, document or by Seller of the Seller Documentsinstrument contemplated hereby or thereby to which Purchaser is a party, the consummation of the transactions contemplated hereby or and thereby, or compliance by Seller Purchaser with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation formation and by-laws or comparable organizational documents limited liability company agreement of SellerPurchaser; (ii) subject to entry of the Sale Orderany Contract, any Contract Lease or Permit to which Seller Purchaser is a party or by which any of the properties or assets of Seller Purchaser are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Purchaser or any of the properties or assets of Seller Purchaser as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Purchaser in connection with the execution and delivery of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which Purchaser is a party, the compliance by Seller Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or thereby, the taking by Seller Purchaser of any other action contemplated hereby or thereby, except for (i) compliance with the entry applicable requirements of the Sale Order, HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make make, would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 5.3(a), none of the execution and delivery by Parent and Seller of this Agreement or by Seller of the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Parent or Seller with any of the provisions hereof or thereof will materially conflict with, or result in any material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Parent or Seller; (ii) subject to entry the Knowledge of the Sale OrderSeller, any Contract Contract, or material Permit to which Seller is a party or by which any of the properties or assets of Seller are is bound; (iii) subject to entry the Knowledge of the Sale OrderSeller, any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller as of the date hereofis bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses clause (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would are not have a Material Adverse Effectmaterial to the Business. (b) To the knowledge of SellerExcept as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Parent or, to the Knowledge of Seller, Seller in connection with the execution and delivery of this Agreement or the Seller Documents, Documents or with the compliance by Parent or Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, Permits or authorizations the failure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller of this Agreement or by Seller of the Seller DocumentsAgreement, the consummation of the transactions contemplated hereby or therebyhereby, or compliance by Seller with any of the provisions hereof or thereof hereof, will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws formation or comparable organizational documents operating agreement of Seller; (ii) subject any Permit or Order of any Governmental Body applicable to entry of the Sale Order, any Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body Law applicable to Seller Seller, or any of the properties or assets of Contract by which Seller as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effectis bound. (b) To the knowledge of SellerNo Consent, no consent, waiver, approval, Order, Order or Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof hereof, or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or therebyhereby, except for (i) compliance with the entry applicable requirements of the Sale OrderHSR Act. (c) There are no Legal Proceedings pending, and or, to the knowledge of Seller, threatened in writing, against Seller or any of its officers or directors (iiin their capacities as such) such that challenges the validity or enforceability of this Agreement or the Company Documents or seeks to enjoin or prohibit consummation of, or seek other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notificationsmaterial equitable relief with respect to, the failure transactions contemplated by this Agreement or the Company Documents or that would reasonably be expected to impair or delay Seller’s ability to consummate the transactions contemplated by this Agreement. Seller is not subject to any Order that directly relates to any PEP Company or any of which to obtain or make would not have a Material Adverse Effecttheir respective assets.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none of the The execution and delivery by Seller NIIH and Parent of this Agreement or by Seller of the Seller Documentsand each Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, or and thereby and compliance by Seller NIIH and Parent with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the articles of association, certificate of incorporation and by-laws or any comparable organizational documents of Seller; NIIH or Parent, (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller NIIH or Parent is a party or by which any of the properties or assets of Seller NIIH or Parent are bound; , (iii) subject to entry of the Sale Order, any Order of any Governmental Body Authority applicable to Seller NIIH or Parent or any of the properties or assets of Seller as of the date hereof; NIIH or Parent, or (iv) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to result, individually or in the aggregate, in a Seller Material Adverse Effect. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Seller NIIH, Parent or any Entity in connection with the execution and delivery of this Agreement or the Seller Documentsany Ancillary Agreement, the compliance by Seller NIIH and Parent with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller NIIH or Parent of any other action contemplated hereby or thereby, except for (i) the entry Regulatory Approval, (ii) the Antitrust Approval, (iii) the filing with the SEC of the Sale OrderProxy Statement relating to the Parent Stockholders Meeting, and (iiiv) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, notifications the failure of which to obtain or make would not have reasonably be expected to result, individually or in the aggregate, in a Seller Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 6.3(a), none of the execution and delivery by Seller Parent or Merger Sub of this Agreement or by Seller of the Seller Parent Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller Parent or Merger Sub with any of the provisions hereof or thereof will not; (i) conflict with, with or violate the certificate of incorporation and by-laws of Parent or Merger Sub; (ii) conflict with or result in any breach or violation of or default (with or without notice or lapse of time, or both) cancellation under, or give rise to a right of termination or cancellation under any provision of any: (ia) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller Parent or Merger Sub is a party or by which any of the properties or assets of Seller Parent or Merger Sub are bound; (iiib) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller Parent or Merger Sub or by which any of the properties or assets of Seller as of the date hereofParent or Merger Sub are bound; or (ivc) subject to entry of the Sale Order, any applicable Law, other than, in the case of clauses clause (ii), (iii) and (iv)such items that, such conflictsindividually or in aggregate, violations, defaults, terminations or cancellations that would not have have, or reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller Parent in connection with the execution and delivery of this Agreement or the Seller Documents, Parent Documents or the compliance by Seller Parent with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarationsdeclarations or filings (i) required to be made under the applicable requirements of the HSR Act and any other applicable Antitrust Laws, filings and notifications(ii) as may be required by any applicable federal or state securities or “blue sky” laws, or (iii) where the failure of which to obtain such consent, approval, authorization or action, or to make such filing or notification, would not have a Material Adverse Effectreasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) To the knowledge of Seller, none None of the execution and delivery by Seller the VeriSign Parties of this Agreement or by Seller of the Seller other VeriSign Documents, the consummation of the transactions contemplated hereby or therebyPurchase Transactions, or compliance by Seller the VeriSign Parties with any of the provisions hereof or thereof thereof, conflicts with or will conflict with, or result in any violation of or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or result in the loss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination termination, modification or cancellation under or result in the creation of any Lien upon any of the properties or assets of any VeriSign Party or any of their respective Subsidiaries under, any provision of (i) the certificate of incorporation and by-laws or bylaws, or other comparable organizational documents documents, of Sellerany VeriSign Party or any of their respective Subsidiaries; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller any VeriSign Party or any of their respective Subsidiaries is a party or by which any of the properties or assets of Seller any VeriSign Party or any of their respective Subsidiaries are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body Authority applicable to Seller any VeriSign Party or any of their respective Subsidiaries or by which any of the properties or assets of Seller as any VeriSign Party or any of the date hereoftheir respective Subsidiaries are bound; or (iv) subject to entry of the Sale Order, any applicable Law, other than, except in the case of clauses (ii), (iii) and (iv), where such conflictsconflict, violationsviolation or default would not, defaultsindividually or in the aggregate, terminations reasonably be expected to prevent or cancellations that would not have a Material Adverse Effectmaterially delay or materially impair the ability of the VeriSign Parties to consummate the Purchase Transactions. (b) To the knowledge of Seller, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority (a “Governmental Approval”) is required on the part of Seller any VeriSign Party or any of their respective Subsidiaries in connection with the execution and execution, delivery or performance of this Agreement or the Seller Documents, other VeriSign Documents or the compliance by Seller such VeriSign Party with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse EffectPurchase Transactions.

Conflicts; Consents of Third Parties. (a) To the knowledge of SellerExcept as set forth on Schedule 4.6(a), none of the execution and delivery by the Company or the Seller of this Agreement or by Seller of and the Seller Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by each of the Company or the Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of the Company or the Seller, as applicable, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company or the Seller, as applicable, under any provision of (i) the certificate articles of incorporation and by-laws bylaws of the Company or comparable organizational documents of the Seller, as applicable; (ii) subject to entry of the Sale Order, any Contract or Permit to which Seller the Company or the Seller, as applicable, is a party or by which any of the properties or assets of Seller the Company or the Seller, as applicable, are bound; (iii) subject to entry of the Sale Order, any Order of any court of competent jurisdiction, Governmental Body or arbitrator applicable to Seller the Company or the Seller, as applicable, or any of the properties or assets of Seller the Company or the Seller, as applicable, as of the date hereof; or (iv) subject to entry of the Sale Order, any applicable Applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) To the knowledge of SellerExcept as set forth on Schedule 4.6(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Consent is required on the part of either the Company or the Seller in connection with the execution and delivery of this Agreement or the Seller Documents, Documents or the compliance by the Company or the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby Transactions or the taking by Seller of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order, and or (ii) such other consentsthe continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company or the Seller, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have a Material Adverse Effectas applicable.