Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. (a) No Governmental Approval is required on the part of the Parent or any of its Affiliates in connection with the execution and delivery of this Agreement and the consummation by the Parent of the Transaction, except (i) the Governmental Approvals required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing or post-Closing filings that may be required to be made under the Securities Act or the Exchange Act and (iii) such other Governmental Approvals the failure of which to make or obtain would not prevent, enjoin or materially delay the consummation of the Transaction. (b) The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transaction will not (i) violate or conflict with, or result in a breach of, any Organizational Document of the Parent or any of its Affiliates, (ii) violate or conflict with any Law to which the Parent or any of its Affiliates is subject or bound, which violations or conflicts would prevent, enjoin or materially delay the consummation of the Transaction, (iii) except as set forth on Schedule II attached hereto, result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under any material agreement, undertaking, commitment or obligation to which the Parent or any of its Affiliates is a party, or by which any of their respective assets or properties are subject or bound, which violations, breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or materially delay the consummation of the Transaction or (iv) except as set forth on Schedule II attached hereto, require any Third Party Approvals.

Consents; No Conflicts. (a) No Governmental Approval is required on the part of the Parent Company or any of its Affiliates in connection with the execution and delivery of this Agreement and the consummation by the Parent Company of the Transaction, except (i) the Governmental Approvals required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing or post-Closing filings that may be required to be made under the Securities Act or the Exchange Act and (iii) such other Governmental Approvals the failure of which to make or obtain would not prevent, enjoin or materially delay the consummation of the Transaction. (b) The execution and delivery by the Parent Company of this Agreement and the consummation by the Parent Company of the Transaction will not (i) violate or conflict with, or result in a breach of, any Organizational Document of the Parent Company or any of its Affiliates, (ii) violate or conflict with any Law to which the Parent Company or any of its Affiliates is subject or bound, which violations or conflicts would prevent, enjoin or materially delay the consummation of the Transaction, (iii) except as set forth on Schedule II attached hereto, result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under any material agreement, undertaking, commitment or obligation to which the Parent Company or any of its Affiliates is a party, or by which any of their respective assets or properties are subject or bound, which violations, breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or materially delay the consummation of the Transaction or (iv) except as set forth on Schedule II attached hereto, require any Third Party Approvals.

Consents; No Conflicts. (a) No Governmental Approval is required on the part of the Parent or any of its Affiliates The Company has obtained all consents and approvals, and has taken all actions necessary, in connection with the execution and delivery of this Agreement and the consummation by the Parent of the Transaction, except transactions contemplated hereby (i) including the Governmental Approvals required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing or post-Closing filings that may be required to be made under the Securities Act or the Exchange Act and (iiiissuance of Preferred Stock in connection therewith) such other Governmental Approvals that the failure of which to make or obtain would not prevent, enjoin or materially delay the consummation of the Transaction. (b) The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transaction such transactions do not and will not not: (i) violate conflict, or result in a breach or violation of any provision of, or constitute a default under, the Charter or the Bylaws; (ii) conflict with, or result in a breach of, any Organizational Document of the Parent or any of its Affiliates, (ii) violate or conflict with any Law to which the Parent or any of its Affiliates is subject or bound, which violations or conflicts would prevent, enjoin or materially delay the consummation of the Transaction, (iii) except as set forth on Schedule II attached hereto, result in a violation or breach of any provision of, or constitute a default (or an event that, with or without the giving of notice or notice, the lapse passage of time or bothotherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to result in the creation of any right Encumbrances upon any of terminationthe properties or assets of the Company or the Subsidiary under, cancellation any of the terms, conditions or acceleration under provisions of any material agreement, undertaking, commitment or obligation Contract to which the Parent Company or the Subsidiary is a party or to which any of their respective properties or assets are bound; (iii) materially violate any Law applicable to the Company or the Subsidiary or any of their respective properties or assets; or (iv) require any further action or consent or approval of, or review by, or any registration or filing by the Company or any of its Affiliates is a partywith, any third party or any Governmental Entity, including (A) approval of this Agreement and the other transactions contemplated hereby by which the FCA, (B) registrations or other actions required under United States federal and state securities laws and (C) compliance with any of their respective assets or properties are subject or bound, which violations, breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or materially delay the consummation applicable requirements of the Transaction NYSE, except, in the case of clause (ii) above, as would not reasonably be expected to have, individually or (iv) except in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, the Company has obtained from the FCA and any other regulatory Governmental Entity written assurances that the proceeds from the sale of shares of Preferred Stock pursuant to this Agreement will be treated as set forth on Schedule II attached hereto, require any Third Party Approvalscapital for minimum capital purposes under the Charter.

Consents; No Conflicts. (a) No Schedule 3.3 hereto is a true and complete list of all Approvals of Governmental Approval is Authorities which are required on to be obtained or made by the part Purchaser or Newco for the execution, delivery and performance of this Agreement and the consummation of the Parent transactions contemplated by this Agreement (the "Purchaser Governmental Approvals") and all Approvals of third parties that are not Governmental Authorities which are so required by the Purchaser or any Newco that are material to the ability of its Affiliates in connection the Purchaser or Newco to perform their obligations hereunder ("Purchaser Third Party Approvals", and together with Purchaser Governmental Approvals, the "Purchaser Approvals"). Neither the execution and delivery of this Agreement and by the Purchaser nor the consummation by the Parent Purchaser and Newco of the Transactiontransactions contemplated hereby, except will (ia) the Governmental Approvals required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing or post-Closing filings that may be required to be made under the Securities Act or the Exchange Act and (iii) such other Governmental Approvals the failure of which to make or obtain would not prevent, enjoin or materially delay the consummation of the Transaction. (b) The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transaction will not (i) violate or conflict with, with or result in a breach of, -23- 32 or violation of any Organizational Document provision of the Parent or any certificate of its Affiliates, (ii) violate or conflict with any Law to which the Parent or any of its Affiliates is subject or bound, which violations or conflicts would prevent, enjoin or materially delay the consummation incorporation and by-laws of the TransactionPurchaser or Newco; (b) subject to the granting of the Purchaser Approvals, (iii) except as set forth on Schedule II attached heretoconflict with, result in a breach or violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) result in a default or loss of a benefit under, or give rise to permit the acceleration of any right of termination, cancellation or acceleration obligation under any material provision of any agreement, undertakingindenture, commitment mortgage, lien, lease or obligation other instrument or restriction of any kind to which the Parent Purchaser or any of its Affiliates Newco is a party, party or by which any of their respective assets or properties are is otherwise bound; or (c) subject or bound, which violations, breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or materially delay to the consummation granting of the Transaction Purchaser Approvals, violate any domestic or foreign, federal or state statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, guideline or other requirement, including, without limitation, those of any Governmental Authorities, those of any Self-Regulatory Organizations, and those related to the environment, health and employee safety, in each case applicable to the Purchaser or Newco or any of their businesses, assets or properties, except, with respect to each of clauses (ivb) except as set forth on Schedule II attached heretoand (c) of this Section 3.3, require any Third Party Approvalswhere the effect of such conflict, breach, violation, default, loss or acceleration, individually or in the aggregate, would not materially impair the ability of the Purchaser or Newco to perform their obligations hereunder.

Consents; No Conflicts. (a) No Governmental Approval is Except for the Merger Clearances and as set forth in Schedule 6.2(a) hereto, no notices, reports or other filings are required on the part of the Parent to be made by Purchaser or any of its Affiliates Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchaser or its Subsidiaries from, any Governmental Entity under any Laws or Permits, as a result of, in connection with with, or as a condition to the execution and delivery of this Agreement and the consummation Ancillary Agreements by the Parent of the Transaction, except (i) the Governmental Approvals required by applicable Law set forth on Schedule I attached hereto, (ii) any pre-Closing or post-Closing filings that may be required to be made under the Securities Act or the Exchange Act Purchaser and (iii) such other Governmental Approvals the failure of which to make or obtain would not prevent, enjoin or materially delay the consummation of the Transactiontransactions contemplated hereby and thereby. (b) The Except as provided in Schedule 6.2(b), the execution and delivery by the Parent performance of this Agreement and the Ancillary Agreements does not, and the consummation by the Parent of the Transaction transactions contemplated hereby and thereby will not not, (i) violate or conflict with, constitute or result in a breach of, any Organizational Document of the Parent or any of its Affiliates, (ii) violate or conflict with any Law to which the Parent or any of its Affiliates is subject or bound, which violations or conflicts would prevent, enjoin or materially delay the consummation of the Transaction, (iii) except as set forth on Schedule II attached hereto, result in a violation or breach of any provision of, or constitute a default (with or without the giving of notice or the notice, lapse of time or both) under, the Governing Documents of Purchaser or any of its Subsidiaries, or (ii) conflict with or result in a breach or violation of, constitute a default under, result in the acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or give rise to cancel, or require any right of termination, cancellation notice or acceleration consent under any material agreement, undertakingPermit, commitment instrument or obligation other arrangement to which the Parent Purchaser or any of its Affiliates Subsidiaries is a party, party or by which it is bound or to which any of their respective its assets or properties are subject or boundis subject. (c) Except as provided in Schedule 6.2(c), which violationsthe execution and performance of this Agreement and the Ancillary Agreements does not, breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or materially delay and the consummation of the Transaction transactions contemplated hereby and thereby will not, constitute or (iv) except as set forth on Schedule II attached hereto, require result in any Third Party Approvalsviolation in any material respect of any Laws or Permits to which Purchaser or any of its Subsidiaries are subject.