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

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery of this Agreement and the other Transaction Documents to which the Company and/or Wholesale Holdings is a party, the consummation of the transactions contemplated hereby or thereby, and compliance by the Company and Wholesale Holdings with the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach of, any provision of the Governing Documents of the Company; (b) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdings, other than Permitted Liens. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the Reorganization, no Consent, Order, waiver, declaration or filing with, or notification to any Person, including any Governmental Body, is required on the part of the Company or Wholesale Holdings in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents, or the compliance by any of them with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the Reorganization, the (a) The execution and delivery by the Company of this Agreement and the other Transaction Company Documents to which the Company and/or Wholesale Holdings is a partydo not, and except as set forth on Schedule 4.3(a), the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, result in any violation of or default (with or without the passage notice or lapse of time or the giving of notice: (a) conflict withtime, or result in the breach ofboth) under, or give rise to a right of termination, acceleration, modification or cancellation or require notification under, any provision of (i) the Governing Documents certificate of formation of the Company; Company or the Company LLC Agreement, (bii) conflict withthe certificates of formation of the Company Subsidiaries or the Company Subsidiaries LLC agreements, violate, result in the breach (iii) any Contract or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract Permit to which the Company or Wholesale Holdings any Company Subsidiary is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdingsthe Company Subsidiaries is bound, or (iv) any applicable Law or any Order of any Governmental Body applicable to the Company or by which any of the properties or assets of the Company are bound; other than Permitted Liens. Except as set forth in Section 3.4 the case of clauses (iii) and (iv), such violations, defaults, terminations, accelerations, modifications, cancellations or notifications that are not, individually or in the Disclosure Schedule or as caused by the Reorganizationaggregate, no material. (b) No Consent, Order, waiverPermit of, or declaration or filing with, or notification to any Personto, including any Governmental Body, Body or other Person is required on the part of the Company or Wholesale Holdings the Company Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or the other Transaction Documents, Company Documents or the compliance by any of them the Company or the Company Subsidiaries with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for such Consents, Orders, Permits or notifications as are specified on Schedule 4.3(b) hereto.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which or the Company and/or Wholesale Holdings is a partyDocuments, the consummation of the transactions contemplated hereby Transactions, or thereby, and compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in any Default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of the breach ofCompany 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 material assets of Company under, any provision of (i) the Governing Documents certificate of incorporation and by-laws or comparable organizational documents of the Company; (bii) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract or Permit to which the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets of the Company is bound; (iii) any Order applicable to the Company or Wholesale Holdingsany of the properties or assets of the Company; or (iv) any applicable Law, other than Permitted Liens. except with respect to clauses (ii) through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Company and to prevent, impair or delay, the ability of the parties hereto to consummate the Transactions. (b) Except as set forth in Section 3.4 of the Disclosure on Schedule or as caused by the Reorganization4.4(b), no Consent, Order, waiver, declaration or filing with, or notification to any Person, including any Governmental Body, Consent is required on the part of the Company or Wholesale Holdings in connection with (i) the execution, execution and delivery and performance of this Agreement or Agreement, the other Transaction Company Documents, or respectively, the compliance by any of them the Company with any of the provisions hereof and thereof, or thereofthe consummation of the Transactions, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company, except for such Consents that would not, individually or in the aggregate, reasonably be expected to be material to the Company and to prevent, impair or delay, in any material respect, the ability of the parties hereto to consummate the Transactions.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the ReorganizationSchedule, the execution and delivery of this Agreement and the other Transaction Documents to which the Company and/or Wholesale Holdings is Companies are a party, the consummation of the transactions contemplated hereby or therebythereby (including the Restructuring and each step thereof), and compliance by the Company and Wholesale Holdings Companies with the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach of, any provision of the Governing Documents of the any Company; (b) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, constitute a change of control under, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the any Company or Wholesale Holdings is a party or by which the Company’s any Company or Wholesale Holdings’ its properties or assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the any Company is bound or Wholesale Holdings which is boundapplicable to its Business; or (d) result in the creation of any Lien other than Permitted Liens upon the properties or assets of the Company or Wholesale Holdings, other than Permitted Liensany Company. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the ReorganizationSchedule, no Consent, Order, waiver, declaration or filing with, or notification to any Person, including any Governmental Body, is required to be obtained by or made on the part of the Company or Wholesale Holdings any Company; (i) in connection with the execution, delivery and performance of this Agreement Agreement, the consummation of the transaction contemplated hereby, or the other Transaction Documents, or the compliance by any of them with any of the provisions hereof or thereof (including the Restructuring and each step thereof); (ii) to avoid the loss of any Permit of any Company; or (iii) to permit each Company to carry on its business, and in the case of each of Cayman Newco, to carry on the Business of Seller, in each case, as the Business is currently carried on prior to the date hereof.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which or the Company and/or Wholesale Holdings is a partyDocuments, the consummation by the Company of the transactions contemplated hereby Transactions, or thereby, and compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach ofany 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 Governing Documents Certificate of Incorporation or the CompanyBylaws; (bii) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract or Permit to which the Company or Wholesale Holdings any of the Subsidiaries is a party or by which related to the Company’s Business or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or accelerationthe Palm Springs Property; (ciii) violate any Law or any Order by which applicable to the Company or Wholesale Holdings is bound; any of the Subsidiaries or (d) result in the creation by which any of any Lien upon the properties or assets of the Company or Wholesale Holdingsany of the Subsidiaries are bound or applicable to the Business or the Palm Springs Property; or (iv) any applicable Law, other than Permitted Liens. Except as set forth than, in Section 3.4 the case of clauses (ii), (iii), and (iv), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to be material to the Company or any of the Disclosure Schedule Subsidiaries, individually or as caused by in the Reorganizationaggregate. (b) No consent, no Consentwaiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company or Wholesale Holdings any of the Subsidiaries in connection with the execution, execution and delivery and performance by the Company of this Agreement or the other Transaction Company Documents, or the compliance by any of them the Company with any of the provisions hereof or thereof, or the consummation by the Company of the Transactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) of the Company Disclosure Schedule, and assuming all Governmental Approvals set forth in on Section 3.4 3.3(b) of the Company Disclosure Schedule have been obtained and are effective and all applicable waiting periods related thereto have expired or as caused been terminated and all filings and notifications described on Section 3.3(b) of the Company Disclosure Schedule have been made, none of the execution, delivery and performance by the Reorganization, the execution and delivery Company of this Agreement and or the other Transaction Documents Agreements to which the Company and/or Wholesale Holdings it is a party, party or the consummation of the transactions contemplated hereby or thereby, and compliance Transactions by the Company and Wholesale Holdings with the provisions hereof or thereof does not and CHP will not, with or without the passage of time or the giving of notice: (ai) conflict with, violate or result in the breach of, any provision of the Governing Documents of the Company; (b) conflict with, violate, result in the breach or termination of, constitute a default (with or without notice or lapse of time, or both) under, result in an acceleration of, or create in any party the (ii) give rise to a right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, of termination, default acceleration, modification or acceleration; cancellation under, (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (diii) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdings, (other than Permitted Liens. ) upon, or the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in, any equity securities of any Group Company or any of the Group Companies’ assets, or (iv) otherwise require the consent or waiver of, notice or declaration to, or filing with any Person, including any Governmental Authority, (A) pursuant to, any provision of (1) the Organizational Documents of any Group Company; (2) any Material Contract, Material Government Contract, Real Property Lease, material Permit or, to the Knowledge of the Company, any Material Government Bid, to which any Group Company is a party to or bound by, or by which any Group Company’s properties or assets are bound; or (3) any Law applicable to any Group Company, except, in the case of clauses (2) and (3), where such conflict, violation or default, termination, acceleration, modification or cancellation, Lien, grant, assignment or transfer, or lack of consent, waiver, notice, declaration or filing would not result, or reasonably be expected to result, individually or in the aggregate, in a material Liability to the Group Companies, taken as a whole or (B) in connection with the assignments contemplated by Section 5.10. (b) Except as set forth in on Section 3.4 3.3(b) of the Company Disclosure Schedule or as caused by the ReorganizationSchedule, no Consentconsent, waiver, approval, waiting period expiration or termination, Order, waiverPermit or authorization of, or declaration or filing with, or notification to any Personto, including any Governmental Body, Authority (a “Governmental Approval”) is required on the part of the any Group Company or Wholesale Holdings in connection with the execution, execution and delivery and performance by the Company of this Agreement the Transaction Agreements to which it is a party or the consummation of the Transactions by the Company, except (i) notifications and filings with the Defense Counterintelligence and Security Agency (“DCSA”) and any other Transaction Documentsapplicable Cognizant Security Agency (“CSA”) under the National Industrial Security Program Operating Manual (the “NISPOM”) and any other applicable national or industrial security regulations, (ii) as may be required by the DLLCA, the HSR Act or the compliance by any of them with any of applicable Other Competition Laws, and (iii) those Governmental Approvals, which, if not obtained, would not, individually or in the provisions hereof or thereofaggregate, reasonably be expected to result in a material Liability to the Group Companies, taken as a whole.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (i) None of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by such Company of this Agreement and or the other Transaction Documents to which the Company and/or Wholesale Holdings is a partyDocuments, the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach ofany 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 (A) the Governing Documents organizational and governing documents of the Company; (bB) conflict with, violate, result in the breach any Contract or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract Permit to which the such Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets of the such Company are bound; (C) any Order of any Governmental Body applicable to such Company or Wholesale Holdings, other than Permitted Liens. Except as set forth in Section 3.4 by which any of the Disclosure Schedule properties or as caused by the Reorganizationassets of such Company are bound; or (D) any applicable Law. (ii) No consent, no Consentwaiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company or Wholesale Holdings in connection with the execution, execution and delivery and performance of this Agreement Agreement, except those filings the Company must make to the Securities and Exchange Commission (the “SEC”) upon the consummation of the transaction or the other Transaction Company Documents, or the compliance by any of them such Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on such Company’s ability to consummate the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. 3.4.1 Except as set forth in Section 3.4 Schedule 3.4.1, (a) the execution and delivery by the Company of this Agreement and the Company Documents, (b) the consummation of the Disclosure Schedule or as caused transactions contemplated hereby and thereby and (c) the performance by the ReorganizationCompany of its obligations hereunder and thereunder, will not conflict with, require any consent, approval or waiver under, or result in any violation or breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, suspension, modification, cancellation or 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 any provision of (v) the Company Governing Documents; (w) any Material Contract, or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound; (x) any Order of any court, Governmental Body or arbitrator applicable to the Company or any of the properties or assets of the Company; or (y) any applicable Law or result in the creation or imposition of any Lien (other than any Permitted Exception) on any of the properties or assets owned or purported to be owned by the Company. 3.4.2 Except as set forth in Schedule 3.4.2, 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 Company (a) in connection with the execution and delivery of this Agreement and or the other Transaction Company Documents to which or the compliance by the Company and/or Wholesale Holdings is a partywith any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby and thereby or the taking of any other action contemplated hereby or thereby, or (b) to continue the validity and compliance by effectiveness immediately following the Company and Wholesale Holdings with the provisions hereof Closing of any Permit or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach of, any provision of the Governing Documents Contract of the Company; (b) conflict with, violate, result in except for compliance with the breach or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets applicable requirements of the Company or Wholesale Holdings▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, other than Permitted Liens. Except as set forth in Section 3.4 of amended (the Disclosure Schedule or as caused by the Reorganization, no Consent, Order, waiver, declaration or filing with, or notification to any Person, including any Governmental Body, is required on the part of the Company or Wholesale Holdings in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents, or the compliance by any of them with any of the provisions hereof or thereof“HSR Act”).

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 3.4 of the Disclosure on Schedule or as caused by the Reorganization4.3(a), the execution and delivery by the Company of this Agreement and the other Transaction Documents to which or the Company and/or Wholesale Holdings is a partyDocuments does not, and the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does thereof, will not and will not, with or without the passage of time or the giving of notice: (ai) conflict with, with or result in the a violation or breach of, of or default under any provision of the Governing Documents certificate of incorporation and by-laws of the Company; (bii) require the consent, notice, or other action by any Person under, conflict with, violate, result in the a violation or breach or termination of, constitute a default or any event that, with or without notice or lapse of time or both, would constitute a default under, result in an the acceleration of, or create in any party the right to accelerate, terminate, modify modify, or cancel, cancel any Material Contract to which the any PEP Company or Wholesale Holdings is a party or by which any of the Company’s properties or Wholesale Holdings’ assets of any PEP Company are bound, or require any Permit affecting the properties, assets or business of any PEP Company, (iii) except as set forth in Schedule 4.3(a) and subject to obtaining the HSR Approval, conflict with or result in a Consent from violation or breach of any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate provision of any Law or Governmental Order applicable to any Order by which the Company or Wholesale Holdings is bound; PEP Company, or (div) result in the creation or imposition of any Lien upon the other than Permitted Liens on any properties or assets of the Company or Wholesale Holdingsany PEP Company, other than Permitted Liens. Except as set forth than, in Section 3.4 the case of clause (ii), (iii) and (iv), such consents, conflicts, violations or defaults that would not reasonably be expected to materially and adversely affect the operations of the Disclosure Schedule or business of the PEP Companies, taken as caused by the Reorganization, no a whole. (b) No Consent, OrderOrder or Permit of, waiver, or declaration or filing with, or notification to any Personto, including any Governmental Body, Body is required on the part of the any PEP Company or Wholesale Holdings in connection with the execution, execution and delivery and performance of this Agreement or the other Transaction Documents, Company Documents or the compliance by any of them the PEP Companies with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, and (ii) such Consents, Orders or Permits that, if not obtained, will not materially and adversely affect the Company’s ability to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 3.4 on Schedule 4.6(a), none of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by the Company or the Seller of this Agreement and the other Transaction Documents to which the Company and/or Wholesale Holdings is a partySeller Documents, the consummation of the transactions contemplated hereby Transactions, or thereby, and compliance by each of the Company and Wholesale Holdings or the Seller with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach ofany violation of or default (with or without notice or lapse of time, any provision of the Governing Documents of the Company; (bor both) conflict with, violate, result in the breach or termination of, constitute a default under, result in an or give rise to a right of termination, cancellation or acceleration ofof any obligation or to the loss of a material benefit under, or create in give rise to any party the right to accelerate, terminate, modify or cancel, any Material Contract to which obligation of the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are boundSeller, as applicable, to make any payment under, or require a Consent from to the increased, additional, accelerated or guaranteed rights or entitlements of any Person in order to avoid any such conflictunder, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien Liens upon any of the properties or assets of the Company or Wholesale Holdingsthe Seller, other than Permitted Liens. as applicable, under any provision of (i) the articles of organization and Operating Agreement of the Company or the Seller, as applicable; (ii) any Contract or Permit to which the Company or the Seller, as applicable, is a party or by which any of the properties or assets of the Company or the Seller, as applicable, are bound; (iii) any Order of any court of competent jurisdiction, Governmental Body or arbitrator applicable to the Company or the Seller, as applicable, or any of the properties or assets of the Company or the Seller, as applicable, as of the date hereof; or (iv) any Applicable Law. (b) Except as set forth in Section 3.4 of the Disclosure on Schedule or as caused by the Reorganization4.6(b), no Consent, Order, waiver, declaration or filing with, or notification to any Person, including any Governmental Body, Consent is required on the part of either the Company or Wholesale Holdings the Seller in connection with the execution, execution and delivery and performance of this Agreement or the other Transaction Documents, Seller Documents or the compliance by any of them the Company or the Seller with any of the provisions hereof or thereof, the consummation of the Transactions or the taking of any other action contemplated hereby or thereby, or the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company or the Seller, as applicable.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) of the Company Disclosure Schedule, and subject to all Governmental Approvals set forth on Section 3.3(b) of the Company Disclosure Schedule being obtained and effective and all applicable waiting periods expiring or being terminated and all filings and notifications described in Section 3.4 3.3(b) of the Company Disclosure Schedule or as caused being made, none of the execution, delivery and performance by the Reorganization, the execution and delivery Company of this Agreement and or the other Transaction Documents Agreements to which the Company and/or Wholesale Holdings it is a party, party or the consummation of the transactions contemplated hereby or thereby, and compliance Transactions by the Company and Wholesale Holdings with the provisions hereof will conflict with, violate or thereof does not and will not, constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of any benefit or right under (any such event, a “Conflict”), or otherwise require the passage of time consent or the giving of notice: (a) conflict withwaiver of, notice or declaration to, or filing with any Person, including any Governmental Authority, or result in the breach ofcreation or imposition of any Liens (other than Permitted Liens) pursuant to, any provision of (A) the Governing Organizational Documents of the any Group Company; (bB) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancelMaterial Contract, any Material Government Contract or any Permit to which the any Group Company or Wholesale Holdings is a party to or bound by, or by which the any Group Company’s properties or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (dC) any Law applicable to any Group Company or any decree or Order to which any assets of any Group Company may be bound or subject, except, in the case of clauses (B) and (C), where such conflict, violation or default, consent, waiver, notice, declaration or filing would not, individually or in the aggregate, result in a material liability to the creation of any Lien upon the properties or assets of the Company or Wholesale HoldingsGroup Companies, other than Permitted Liens. taken as a whole. (b) Except as set forth in on Section 3.4 3.3(b) of the Company Disclosure Schedule or as caused by the ReorganizationSchedule, no Consentconsent, waiver, approval, waiting period expiration or termination, Order, waiverPermit or authorization of, or declaration or filing with, or notification to any Personto, including any Governmental Body, Authority (a “Governmental Approval”) is required on the part of the any Group Company or Wholesale Holdings in connection with the execution, execution and delivery and performance by the Company of this Agreement the Transaction Agreements to which it is a party or the other Transaction Documentsconsummation of the Transactions by the Company, except for (i) those Government Approvals that, if not obtained, would not, individually or in the aggregate, result in a material liability to the Group Companies, taken as a whole, or (ii) the compliance by any of them with any filing of the provisions hereof or thereofCertificate of Merger with the Secretary of State of the State of Delaware.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 of (a) Neither the Disclosure Schedule execution, delivery, or as caused performance by the ReorganizationHoldcos, the execution and delivery Sellers, NewSouth Orlando or the Company of this Agreement and the other Transaction Documents to which Agreement, the Company and/or Wholesale Holdings is a partyDocuments or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings Group with any of the provisions hereof or thereof does not and will not, (i) conflict with or result in any violation of or default (with or without the passage notice or lapse of time or the giving of notice: (a) conflict withtime, or result in the breach of, both) under any provision of the (A) Governing Documents of any member of the CompanyCompany Group; (bB) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, or create in Order of any party the right Governmental Authority applicable to accelerate, terminate, modify or cancel, any Material Contract to which the Company or Wholesale Holdings is a party Group or by which any of the Company’s properties or Wholesale Holdings’ assets are bound, or require a Consent from of any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which member of the Company or Wholesale Holdings is Group are bound; or (dC) applicable Law; or (ii) result in the creation or imposition of any Lien upon the properties or assets (other than a Permitted Lien) on any asset of any member of the Company Group or Wholesale Holdingsthe Membership Interests, other than Permitted Liens. except in each case for any such conflict, breach or default that would not, individually or in the aggregate, be reasonably likely to prevent or materially delay or impair the ability of the Holdcos, NewSouth Orlando, the Company or the Sellers to consummate the transactions contemplated by this Agreement or to the extent arising as a result of any facts or circumstances relating to Purchaser or any of its Affiliates. (b) Except as set forth in Section 3.4 4.3(b) of the Disclosure Schedule or as caused by the ReorganizationSchedules, no Consentconsent, waiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to, any Governmental Authority or party to any Person, including any Governmental Body, Material Contract is required on the part of the Holdcos or any member of the Company or Wholesale Holdings Group in connection with the execution, execution and delivery and performance of this Agreement Agreement, the Company Documents or the other Transaction DocumentsSeller Documents by the Company or NewSouth Orlando, or the compliance or performance by any of them the Holdcos or the Company Group with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which or the Company and/or Wholesale Holdings is a partyDocuments, the consummation by the Company of the transactions contemplated hereby Transactions, or thereby, and compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach ofany 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 Governing Documents Certificate of Incorporation or the CompanyBylaws; (bii) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration ofany Contract, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract Permit to which the Company or Wholesale Holdings any of the Subsidiaries is a party party; (iii) any Order applicable to the Company or any of the Subsidiaries or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdingsany of the Subsidiaries are bound; or (iv) any applicable Law, other than Permitted Liens. Except as set forth than, in Section 3.4 the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have, individually or in the Disclosure Schedule or as caused by the Reorganizationaggregate, no Consenta Material Adverse Effect. (b) No consent, waiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company or Wholesale Holdings any of the Subsidiaries in connection with the execution, execution and delivery and performance by the Company of this Agreement or the other Transaction Company Documents, or the compliance by any of them the Company with any of the provisions hereof or thereof, or the consummation by the Company of the Transactions, except for (i) filings required under and in compliance with the applicable requirements of the HSR Act and the other Antitrust Laws as set forth 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 (iii) such other consents, waivers, approvals, Orders, Permits or authorizations, the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule execution or as caused delivery by the Reorganization, the execution and delivery Company of this Agreement and the other Transaction Documents to which or any of the Company and/or Wholesale Holdings is a partyDocuments, the consummation of any of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and or will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach any violation of, any provision or constitute a breach of the Governing Documents or a default (with or without notice or lapse of the Company; (btime, or both) conflict withunder, violate, or result in the breach or termination of, constitute a default loss of any benefit under, result in an or permit the acceleration ofof any obligation under, or create in any party the give rise to a right to accelerateof termination, terminate, modify modification or cancel, any Material Contract to which the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are boundcancellation under, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets any of the Company Purchased Assets under, any provision of (i) the articles of incorporation, bylaws or Wholesale Holdings, any other than Permitted Liens. Except as set forth in Section 3.4 governing documents of the Disclosure Schedule Company, each as currently in effect; (ii) any Contract or as caused Permit to which the Company is a party and by which it is bound in connection with the ReorganizationBusiness or the Purchased Assets; (iii) any Order of any Governmental Body applicable to the Business or by which any of the Purchased Assets is bound; or (iv) any applicable Law. (b) Except for the consent of PNC Bank, National Association, which has been obtained, no Consentconsent, waiver, approval, Order, waiverPermit or authorization of, declaration or declaration, registration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company or Wholesale Holdings in connection with the execution, delivery and or performance of this Agreement or any of the other Transaction Company Documents, or the compliance by any of them the Company with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 3.4 on Schedule 6.3, none of the Disclosure Schedule execution or as caused delivery by IDSY or the Reorganization, the execution and delivery Purchaser of this Agreement and the or any other Transaction Documents Document to which the Company and/or Wholesale Holdings it is a party, the consummation of any of the transactions contemplated hereby or thereby, and or compliance by IDSY or the Company and Wholesale Holdings Purchaser with any of the provisions hereof or thereof does not and or will not, with or without the passage of time or the giving of notice: (a) 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 give rise to a right of termination, modification or cancellation under, or result in the breach ofcreation of any Lien, upon any of the properties or assets of IDSY or the Purchaser under, any provision of (i) the Governing Documents certificate of incorporation, bylaws or other organizational documents of IDSY or the CompanyPurchaser; (bii) conflict with, violate, result in the breach any Contract or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract Permit to which IDSY or the Company or Wholesale Holdings Purchaser is a party or by which IDSY or the Company’s Purchaser or Wholesale Holdings’ any of its properties or assets are is bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (ciii) violate any Law Order of any Governmental Body applicable to IDSY or the Purchaser or by which IDSY or the Purchaser or any Order by which the Company of its properties or Wholesale Holdings assets is bound; or (div) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdings, other than Permitted Liens. applicable Law. (b) Except as set forth in Section 3.4 of the Disclosure on Schedule or as caused by the Reorganization6.3, no Consentconsent, waiver, approval, Order, waiverPermit or authorization of, declaration or declaration, registration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of IDSY or the Company or Wholesale Holdings Purchaser in connection with the execution, delivery and or performance of this Agreement or the any other Transaction DocumentsDocument to which it is a party, or the compliance by any of them IDSY or the Purchaser with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which or the Company and/or Wholesale Holdings is a partyDocuments, the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the any violation 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, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or give rise to any obligation of the Governing Documents of the Company; (b) conflict with, violate, result in the breach or termination of, constitute a default Company to make any payment under, result in an acceleration ofor to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or Wholesale Holdings is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien Liens upon any of the properties or assets of the Company under, any provision of (i) the articles of association or Wholesale Holdingscomparable organizational documents of the Company; (ii) any Contract, or Permit to which the Company is a party or by which any of the properties or assets of the Company is bound; (iii) any Order applicable to the Company or any of its properties or assets; or (iv) any applicable Law, except in each case where such organizational documents, Contracts, Permits, Orders or applicable Law are adopted or otherwise take effect after the Closing or where such violation or default arises from actions or omissions by any Person other than Permitted Liens. Except as set forth in Section 3.4 of the Disclosure Schedule Company, the Subsidiary or as caused by the ReorganizationSellers. (b) No consent, no Consentwaiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company or Wholesale Holdings in connection with (i) the execution, execution and delivery and performance of this Agreement or and the other Transaction Company Documents, or respectively, the compliance by any of them the Company with any of the provisions hereof and thereof, or thereofthe consummation of the transactions contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company, except for consents set forth in Schedule 4.3(b).

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by either Seller or Parent of this Agreement and the other Transaction Documents to which the Company and/or Wholesale Holdings is a partyAgreements, the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings either Seller or Parent with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (ai) conflict with, or result in the breach of, any provision of the Governing Documents Certificate of Incorporation, the CompanyBy-Laws or any organizational document of OTI, either Seller or Parent; (bii) conflict with, require the consent of, violate, result in the breach or termination of, constitute a default under, result in an or give rise to any right of termination or acceleration of, or create in any party the right to accelerateincrease the obligations or otherwise modify the terms thereof under any material note, terminatebond, modify mortgage, indenture, license, agreement or cancelother instrument, any Material Contract commitment or obligation to which the Company Company, OTI, either Seller or Wholesale Holdings Parent is a party or by which the Company’s any of them or Wholesale Holdings’ any of their respective properties or assets are is bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (ciii) violate any Law Law, Order or any Order Permit by which the Company Company, OTI, either Seller or Wholesale Holdings Parent is bound; or (div) result in the creation of any material Lien upon the properties or assets of the Company or Wholesale HoldingsOTI (except, other than Permitted Liens. in the case of clause (iii), for such violations as would not, individually or in the aggregate, have a Seller Material Adverse Effect). (b) Except as set forth in Section 3.4 of for filings under the Disclosure Schedule or as caused by the ReorganizationCompetition Laws, no Consentconsent, waiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to any Personto, including any Governmental Body, Body is required on the part of either Seller, Parent, the Company or Wholesale Holdings OTI in connection with the execution, execution and delivery and performance of this Agreement or the other Transaction DocumentsAgreements, or the compliance or performance by any of them each Seller, Parent, the Company or OTI, as the case may be, with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. Except as set forth in Section 3.4 (a) None of the Disclosure Schedule execution or as caused delivery by the Reorganization, the execution and delivery any Seller of this Agreement and or any of the other Transaction Documents to which the Company and/or Wholesale Holdings is a partySeller Documents, the consummation of any of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings any Seller with any of the provisions hereof or thereof does not and or will not, with or without the passage of time or the giving of notice: (a) 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 breach ofloss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination, modification or cancellation under, or result in the creation of any Lien, other than Permitted Exceptions, upon any of the Purchased Assets under, any provision of (i) the Governing Documents certificate or articles of the Companyincorporation, organization or formation, bylaws, limited liability company operating agreement or comparable organizational or governing documents of any Seller, each as currently in effect; (bii) conflict with, violate, result in the breach any Contract or termination of, constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract Permit to which the Company Business or Wholesale Holdings any Seller is a party or by which any Seller or any of the Company’s or Wholesale Holdings’ assets are Purchased Assets is bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (ciii) violate any Law Order of any Governmental Body applicable to the Business or any Order Seller or by which any Seller or any of the Company or Wholesale Holdings Purchased Assets is bound; or (div) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdingsapplicable Law. (b) No consent, other than Permitted Liens. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the Reorganizationwaiver, no Consentapproval, Order, waiverPermit or authorization of, declaration or declaration, registration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company or Wholesale Holdings any Seller in connection with the execution, delivery and or performance of this Agreement or any of the other Transaction Seller Documents, or the compliance by any of them Seller with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 3.4 on Schedule 5.3(a) (the “Required Consents”), none of the Disclosure Schedule execution or as caused delivery by the Reorganization, Seller or any of the execution and delivery Principals of this Agreement and or any of the other Transaction Documents to which the Company and/or Wholesale Holdings is a partyDocuments, the consummation of any of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings Seller or any Principal with any of the provisions hereof or thereof does not and or will not, with or without the passage of time or the giving of notice: (a) 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 breach ofloss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination, modification or cancellation under, or result in the creation of any Lien, upon any of the Purchased Assets under, any provision of (i) the Governing Documents articles of organization or operating agreement of the CompanySeller or similar organizational documents of any of the Principals (as applicable); (bii) conflict with, violate, result in to the breach or termination of, constitute a default under, result in an acceleration of, or create in any party Knowledge of the right to accelerate, terminate, modify or cancelSeller, any Material Contract or Permit to which the Company Business, the Seller or Wholesale Holdings any Principal is a party or by which the Company’s Seller, any Principal or Wholesale Holdings’ assets are any of the Purchased Assets is bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (ciii) violate any Law Order of any Governmental Body applicable to the Business, the Seller or any Order Principal or by which the Company Seller, any Principal or Wholesale Holdings any of the Purchased Assets is bound; or (div) result in the creation of any Lien upon the properties or assets of the Company or Wholesale Holdingsapplicable Law. (b) No consent, other than Permitted Liens. Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the Reorganizationwaiver, no Consentapproval, Order, waiverPermit or authorization of, declaration or declaration, registration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company Seller or Wholesale Holdings any Principal in connection with the execution, delivery and or performance of this Agreement or any of the other Transaction Documents, or the compliance by any of them the Seller and the Principals with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 3.4 Schedule 3.3(a), none of the Disclosure Schedule or as caused by the Reorganization, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which or the Company and/or Wholesale Holdings is a partyDocuments, the consummation of the transactions contemplated hereby or thereby, and or compliance by the Company and Wholesale Holdings with any of the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the any violation or breach of, conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to any obligation of the Company, its Subsidiaries or any of the Project Companies, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or give rise to any right to purchase or sell (including any rights of first refusal or comparable obligations) any direct or indirect interest in the Company, its Subsidiaries or any of the Underlying Projects, or result in the creation of any Liens upon any of the properties or assets of the Company, any of its Subsidiaries or any of the Underlying Projects under, any provision of (i) the Governing Documents certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of the Company, any of its Subsidiaries or any of the Underlying Projects or any Material Contract; (bii) conflict with, violate, result in the breach any Permit or termination of, constitute Contract that is not a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company Company, any of its Subsidiaries or Wholesale Holdings any of the Underlying Projects is a party or by which the Company’s or Wholesale Holdings’ assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which the Company or Wholesale Holdings is bound; or (d) result in the creation of any Lien upon the properties or assets of the Company Company, any of its Subsidiaries or Wholesale Holdingsany of the Underlying Projects are bound; (iii) any Order applicable to the Company, any of its Subsidiaries or any of the Underlying Projects or any of the properties or assets of the Company, any of its Subsidiaries or any of the Underlying Projects; or (iv) any applicable Law, other than Permitted Liens. than, in the case of clauses (ii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. (b) Except as set forth in Section 3.4 of the Disclosure Schedule or as caused by the Reorganization3.3(b), no Consentmaterial consent, waiver, approval, Order, waiverPermit or authorization of, or declaration or filing with, or notification to to, any Person, including any Person or Governmental Body, Body is required on the part of the Company Company, any of the Company’s Subsidiaries or Wholesale Holdings any of the Underlying Projects in connection with (i) the execution, execution and delivery and performance of this Agreement or the other Transaction Company Documents, or the compliance by any of them the Company with any of the provisions hereof and thereof, or thereofthe consummation of the transactions contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company, any of its Subsidiaries or any of the Underlying Projects, except for (1) compliance with the applicable requirements of the HSR Act, and (2) such other consents, waivers, approvals, Orders, Permits or authorizations under Antitrust Law, FPA, PURA or otherwise, the failure of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.