Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the applicable requirements of Foreign Antitrust Laws, (iii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiv) the filing of the Certificate of Merger with the secretary Secretary of the State of Delaware, (iiiv) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (ivvi) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (ai) The execution and delivery by each of Parent and Merger Sub such Investor of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of such Investor or any of its subsidiaries under, any provision of (iA) the organizational documents of Parent, Merger Sub such Investor or any of Parentsuch Investor’s Subsidiariessubsidiaries, (iiB) any Contract to which Parent such Investor or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iiiC) subject to the filings and other matters referred to in Section 5.04(bparagraph (4)(i), any Judgment or Law applicable to Parent such Investor or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) and (iii)C) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of such Investor to comply with terms of this Agreement. (bii) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent such Investor or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or compliance with the consummation of the Transactionsterms hereof, other than (iX) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, (Y) such filings as may be required under the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the stock exchange rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (ivZ) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of such Investor to comply with terms of this Agreement.

No Conflicts; Consents. (a) The Neither the execution and delivery by each of Parent and Merger Sub BFST of this Agreement and the CVR Agreement do not, and related documents nor the consummation of the Offertransactions contemplated hereby or thereby, nor compliance by BFST with any of the Merger and the other Transactions and compliance with the terms provisions hereof or thereof, will not(a) violate, conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or result in the loss of any provision benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, charge or encumbrance upon any of the material properties or assets of BFST or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the organizational documents Organizational Documents of Parent, Merger Sub BFST or any of Parent’s Subsidiaries, its Subsidiaries or (ii) any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent BFST or any of its Subsidiaries is a party or by which it may be bound, or to which BFST or any of its Subsidiaries or any of the properties or assets of BFST or any of its Subsidiaries may be subject, or (b) assuming that the BFST Regulatory Approvals are duly obtained, violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to BFST or any of its Subsidiaries or any of their respective properties or assets is bound or assets, except, with respect to clause (iii) subject to the filings and other matters referred to in Section 5.04(bii), any Judgment for such violations, conflicts, breaches or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, defaults which either individually or in the aggregate, aggregate would not have or be reasonably likely to have a Parent Material Adverse EffectEffect on BFST. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any Parent Subsidiary under, any provision of (i) the organizational documents of Parent, Merger Sub Parent Charter or any of Parent’s SubsidiariesParent Bylaws, (ii) any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.05(b), any Judgment or Applicable Law applicable to Parent or any Parent Subsidiary or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or the CVR Agreement Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Form S-4 and (B) such reports under Section 13 of the Exchange Act, as may be required in connection with this Agreement, Agreement and the CVR Agreement, the Offerother Transaction Agreements, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiiv) compliance with and such filings as may be required under applicable environmental laws, including the rules New Jersey Environmental Cleanup Responsibility Act and regulations the Connecticut Environmental Transfer Law, (v) the approval of any national security exchange on the relevant pharmacy boards and alcoholic beverage commissions or comparable entities in the states in which securities of Parent or and the Company are listed Parent Subsidiaries do business, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (ivvii) such other items that (A) required solely by reason of the failure participation of which the Company (as opposed to obtain any other third party) in the Transactions or make would not reasonably be expected to(B) that, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent ▇▇▇▇▇▇ and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesParent Subsidiary, (ii) any Parent Permit or any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.4(b) and Section 6.3(a), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Company Information Statement and (B) such reports under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on other jurisdictions in which securities of Parent or the Company are listed Merger Sub is qualified to do business, and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub the Company of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien other than any Permitted Lien upon any of the properties or assets of the Company or its subsidiaries under, any provision of (i) the organizational documents of Parent, Merger Sub Company Charter or any of Parent’s Subsidiariesthe Company Bylaws, (ii) any Material Contract to which Parent the Company is or any of its Subsidiaries is subsidiaries are a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.05(b), any Judgment or Law or, assuming the representations and warranties set forth in Section 5.08 are true and correct, any Law, in either case, that is applicable to Parent the Company or any of its Subsidiaries subsidiaries or its and their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Company Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries the Company in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents Schedule 14D-9 and (B) such reports under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iii) compliance with such filings as may be required under the rules and regulations of any national security exchange on which securities of Parent or the Company are listed Nasdaq and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do notOther Transaction Documents by Seller, the Company and their respective Affiliates, as applicable, and the consummation of the Offertransactions contemplated hereby and thereby, the Merger and the other Transactions and compliance with the terms and conditions hereof and thereof will not, conflict with, or result in any violation of, of 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 obligation or loss of a material benefit under, or result in the creation of any Liens upon, any of the Transferred Shares or any of the assets of the Company under any provision of (i) the organizational documents certificate of Parentincorporation or by-laws (or the comparable governing instruments) of Seller, Merger Sub the Company or any of Parent’s Subsidiariestheir respective Affiliates, (ii) any Contract contract, to which Parent Seller, the Company or any of its Subsidiaries such Affiliate is a party or by which any of their respective properties or assets is bound are bound, or (iii) any judgment, order or decree, or, subject to the filings and other matters referred to in Section 5.04(b)clauses (i) and (ii) of paragraph (b) below, any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, Applicable Laws; except in the case of clauses (ii) and (iii), any such items that ) as would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of Seller or the Company to consummate the transactions contemplated hereby or under the Other Transaction Documents and to perform their respective obligations under this Agreement or under each of the Other Transaction Documents. (b) No Consent The execution, delivery and performance of this Agreement and the Other Transaction Documents, and the consummation of the transactions contemplated hereby or thereby, do not, and will not, require any consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, except as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, solely by reason of Purchaser’s or any Affiliate of Purchaser’s (iias opposed to any third party’s) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or participation in the aggregate, have a Parent Material Adverse Effecttransactions contemplated hereby or thereby.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of of: (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, subsidiaries; (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than than: (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, ; (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, ; (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed listed; and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of of: (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, subsidiaries; (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than than: (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, ; (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, ; (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed listed; and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and Except as set forth in the CVR Agreement do notColumbia House Entities Disclosure Letter, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, not conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of any of the Columbia House Entities or any Columbia House Subsidiary under, any provision of (i) the organizational documents of Parent, Merger Sub any of the Columbia House Entities or any of Parent’s SubsidiariesColumbia House Subsidiary, (ii) any Contract to which Parent any Columbia House Entity or any of its Subsidiaries Columbia House Subsidiary is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.05(b), any Judgment or Law applicable to Parent any of the Columbia House Entities or any of its Subsidiaries or their respective properties or assetsColumbia House Subsidiary, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected tothat, individually or and in the aggregate, have not had and could not reasonably be expected to have a Parent Columbia House Entities Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent any of the Columbia House Entities or any of its Subsidiaries Columbia House Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement or the CVR Agreement to which Time Warner and Sony are parties or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act and the Canadian Competition Act and receipt of the Canadian Competition Act Approval, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger other Transaction Agreements and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and such filings as may be required under applicable Environmental Laws, (iv) such Consents, registrations or filings as may be required under applicable state securities laws or the laws of any foreign country, (v) such filings as may be required in connection with the Taxes described in Section 8.09 and (vi) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or as are set forth in the aggregate, have a Parent Material Adverse EffectColumbia House Entities Disclosure Letter.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub SJW of this Agreement does not, and the CVR Agreement do not, performance by SJW of its obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof transactions contemplated by this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation, or result in the creation of any Lien upon any of the properties or assets of SJW or any SJW Subsidiary under, any provision of (i) the SJW Charter, the SJW Bylaws or the comparable organizational documents of Parent, Merger Sub or any of Parent’s SubsidiariesSJW Subsidiary (assuming that the SJW Stockholder Approval is obtained), (ii) any Contract contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract”) to which Parent SJW or any of its Subsidiaries SJW Subsidiary is a party or by which any of their respective properties or assets is bound or any SJW Permit or (iii) subject to the filings and other matters referred to in Section 5.04(b3.05(b), any Judgment judgment, order or Law decree of a Governmental Entity or arbitrator (“Judgment”) or Law, in each case applicable to Parent SJW or any of its Subsidiaries SJW Subsidiary or their respective properties or assetsassets (assuming that the SJW Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent SJW Material Adverse Effect (it being agreed that for purposes of this Section 3.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a SJW Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent ofconsent, waiver or Permit (“Consent”) of or from, or registration, declaration declaration, notice or filing made to or with, any federal, national, state, provincial or permit fromlocal, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Parent SJW or any of its Subsidiaries SJW Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement its performance of its obligations hereunder or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the Securities and Exchange Commission (the “SEC”) of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act of 1933 (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by SJW of the Merger Consideration, in which the Joint Proxy Statement will be included as a prospectus (the “Form S-4”), and (C) the filing with the SEC of (A) the Offer Documents and (B) such reports under and other filings under, and such other compliance with, the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the filing and acceptance of the Certificate of Merger with the secretary Secretary of the State of the State of Connecticut and appropriate documents with the relevant authorities of the other jurisdictions in which SJW and CTWS are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the issuance of the Merger Consideration, (v) the filing and acceptance of the SJW Charter Amendment with the Secretary of State of the State of Delaware, (iiivi) such Consents of or from, or registrations, declarations, notices or filings to or with the NYSE as are required to permit the consummation of the Merger and the listing of the SJW Common Shares to be issued as Merger Consideration, (vii) any pre-approvals of license transfers by the Federal Communications Commission, (viii) in connection with or in compliance with the rules and regulations of any national security exchange on which securities of Parent DGCL or the Company are listed CBCA, (ix) such Consents required by the Connecticut Public Utilities Regulatory Authority (“PURA”), and (ivx) such Consents required by the Maine Public Utilities Commission (the “MPUC”) (the Consents in (ix) and (x), collectively, the “State Approvals,” and the Consents in (i) through (x), collectively, the “SJW Regulatory Approvals”), except for such other items Consents that the failure of which to obtain or make would not reasonably be expected tomake, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent SJW Material Adverse Effect (it being agreed that for purposes of this Section 3.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a SJW Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub Entity of this Agreement and the CVR Agreement performance by them of their obligations hereunder do not, and the consummation of the OfferReincorporation Merger, the Merger Share Exchange and the other Transactions and compliance with the terms hereof and thereof will not, not (i) conflict with, or result in any violation of any provision of, the organizational documents of any Parent Entity, (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 termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent Entities under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any material Contract to which any Parent or any of its Subsidiaries Entity is a party or by which any of their respective properties or assets is bound (other than any material Contracts to which the Company or any Company Subsidiary is a party or by which any of their respective assets is bound) or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 5.04(b6.05(b), any Judgment or Law applicable to the Parent or any of its Subsidiaries Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 6.05(a), effects resulting from or arising in connection with the execution, delivery or performance of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect”, will not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No Consent ofof or from, or registration, declaration declaration, notice or filing with, with or permit from, made to any Governmental Entity or the expiry of any related waiting period is required to be obtained or made by or with respect to the Parent or any of its Subsidiaries Entities in connection with the execution, delivery and performance by the Parent Entities of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, the Competition Act and any other mandatory or appropriate merger control filings and notifications in respect of the Transactions, (ii) the filing with the SEC of (A) a registration statement on Form F-1/F-4 relating to the Offer Documents registration under the Securities Act of the (x) BEPC Class A Shares and Parent LP Units to be issued as consideration in the Share Exchange and the (y) BEPC Class A Shares, and the Parent LP Units issuable upon the exchange of such Class A Shares, to be issued in connection with the BEPC Distribution (the “Form F-1/F-4”) and declaration of effectiveness of the Form F-1/F-4, (B) such reports a registration statement on Form F-3, relating to the registration under the Exchange Act, as Securities Act of Parent LP Units that may be issued by the Parent or delivered by BEPC to satisfy any exchange, redemption or purchase of BEPC Class A Shares (the “Form F-3”) and declaration of effectiveness of the Form F-3 and (C) such other reports required in connection with this Agreementthe Transactions under, and such other compliance with, the CVR Agreement, the Offer, the Merger Exchange Act and the other TransactionsSecurities Act and the rules and regulations thereunder, (iiiii) any filings required under the Canadian Securities Laws, (iv) any filings required under the rules and regulations of the NYSE or the Toronto Stock Exchange (the “TSX”) and the approvals of the NYSE and TSX to authorize the listing, (v) the filing of the Certificate certificate of Merger exchange and other appropriate documents as required by the NYBCL, (vi) actions taken in connection with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed BEPC Distribution and (ivvii) such other items that the failure of which to obtain or make would not reasonably be expected tomake, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 6.05(b), effects resulting from or arising in connection with the execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect”, will not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) The Assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b) and Section 5.3(b) have been obtained or made, or have expired, the execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation by the Company of the Offertransactions contemplated hereby do not and will not (i) violate any applicable Law to which Parent or Merger Sub is subject, the Merger and the other Transactions and compliance with the terms hereof will not, (ii) conflict with, or result in any a violation or breach of, or constitute a default (with under, result in the acceleration, termination or without notice cancellation of or lapse of timecreate in any party the right to accelerate, terminate or both) cancel or require any notice, consent or payment under, any provision of (i) the organizational documents of material Contract to which Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its their Subsidiaries is a party or by which any of their respective properties material properties, rights or assets is bound or (iii) subject violate the certificate of incorporation or bylaws or comparable governing documents, each as amended to the filings and other matters referred to in Section 5.04(b)date of this Agreement, any Judgment or Law applicable to of Parent or any of its Subsidiaries or their respective properties or assetsMerger Sub, other than, in the case of clauses (iii) and (iii)ii) above, any such items violations, conflicts, breaches, defaults, accelerations, terminations, cancellations or rights that would not reasonably be expected to, individually to materially impair or in prevent Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the aggregate, have a Parent Material Adverse Effectother Transaction Agreements or consummate the transactions contemplated hereby or thereby. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is Filings are required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or and the CVR Agreement other Transaction Agreements by Parent or the consummation by Parent and Merger Sub of the Transactions, other than transactions contemplated hereby or thereby except (ia) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange HSR Act, as may be required in connection with this Agreement, (b) Governmental Filings set forth on Section 5.3(b) of the CVR Agreement, the Offer, the Merger and the other TransactionsCompany Disclosure Schedule, (iic) the filing of the Certificate of Merger in connection with the secretary of the State of Delaware, (iii) compliance Merger in accordance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed DGCL and (ivd) such other items that Governmental Filings, the failure of which to obtain be obtained or make made would not reasonably be expected to, individually to materially impair or in prevent Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the aggregate, have a Parent Material Adverse Effectother Transaction Agreements or consummate the transactions contemplated hereby or thereby.

No Conflicts; Consents. (a) The execution Except as set forth on Schedule 4.03, none of the execution, delivery and delivery performance by each of Parent and Merger Sub ANPP of this Agreement Agreement, the execution, delivery and performance by ANPP of each other Transaction Document to which it is a party and the CVR Agreement do notother agreements, documents and instruments to be executed and delivered by it in connection with the Transactions, nor the consummation of the OfferTransactions, the Merger and the other Transactions and compliance with the terms hereof will not, will: (a) conflict with, or result in any violation a breach of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of ParentANPP; (b) conflict with, Merger Sub violate, result in a breach of, terminate, constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or require any action, consent, waiver or approval of Parent’s Subsidiariesany Person pursuant to, (ii) or give others any rights to modify, amend, accelerate or cancel any term or provision of any material Contract to which Parent ANPP is a party or pursuant to which any of its Subsidiaries is party assets are bound, or by which result in the creation of any Lien upon any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b)ANPP Contributed Assets, any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other thanexcept, in the case of clauses (ii) and (iii)each case, for any such items that conflicts, violations, breaches, defaults or occurrences which would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect.material adverse effect on the ability of ANPP to consummate the Transactions; (bc) No Consent ofassuming the approvals required under Section 4.03(d) are obtained, violate any judgment, order, writ, or registration, declaration or filing withinjunction, or permit fromany decree, or any Governmental Entity is required material Law applicable to be obtained or made by or with respect to Parent ANPP, or any of its Subsidiaries in connection with properties or assets, except as would not prevent or materially delay the execution, delivery and performance of this Agreement any Transaction Document by ANPP; or (d) require any consent, approval, authorization or the CVR Agreement permit of, or the consummation of the Transactionsfiling with or notification to, other than any Governmental Authority, except for (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under applicable requirements of the Exchange Act, as may be required in connection with this Agreementthe Securities Act, and state securities or “blue sky” Laws, (B) the CVR Agreementpre-merger notification requirements of the HSR Act, and (C) approval of the Offer, Transactions under the Merger Communications Act and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that where the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on the ability of ANPP to consummate the Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub Buyer of this Agreement and the CVR Agreement do notTransaction Documents to which it is a party, and the consummation of the Offertransactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Amended and Restated Certificate of Incorporation, the Merger Amended and Restated Bylaws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer, in each case, except where such conflict, violation or default would not, individually or in the other Transactions and compliance with aggregate, be material to the terms hereof will notBFI Companies, taken as a whole; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, or result in any a violation or breach of, constitute a default or default (an event that, with or without notice or lapse of time, time or both) , would constitute a default under, result in the acceleration of or create in any provision of (i) party the organizational documents of Parentright to accelerate, Merger Sub terminate, modify or cancel any Contract material to the BFI Business to which Buyer is a party or any of Parent’s SubsidiariesPermit required by the BFI Companies to conduct the BFI Business as currently conducted, (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that except as would not reasonably be expected tonot, individually or in the aggregate, have be material to the BFI Companies, taken as a Parent Material Adverse Effect. whole; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any BFI Company, except, in the case of each of clauses (b) No Consent of), (c), and (d), for any conflicts, violations, breaches, defaults, accelerations, cancellations, termination or Encumbrances that, or registrationwhere the failure to obtain any consents or notices, in each case, would not reasonably be expected to have, individually or in the aggregate, a material effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or permit fromnotice to, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Buyer in connection with the execution, execution and delivery and performance of this Agreement or and the CVR Agreement or Transaction Documents and the consummation of the Transactionstransactions contemplated hereby and thereby, other than except for (i) the filing any filings required under, and compliance with the SEC of (A) the Offer Documents and (B) such reports under other applicable requirements of, the Exchange Act, as may be required in connection with this Agreementthe Securities Act, the CVR Agreement, the Offer, the Merger state securities laws or “blue sky” laws and the other Transactions, rules the Nasdaq; and (ii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the filing of the Certificate of Merger with the secretary of the State of Delawareaggregate, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, to have a Parent Buyer Material Adverse Effect. There are no preemptive rights or similar rights of Buyer and there are no warrants, convertible securities or other derivative securities issued by Buyer which contain anti-dilution adjustments or similar provisions (other than customary corporate structural anti-dilution adjustments none of which are, or will be, triggered by the issuance of capital stock by Buyer in connection with the transactions contemplated hereby).

No Conflicts; Consents. 3.5.1. Except as set forth in Section 3.5.1 of the WSI Disclosure Letter (a) The execution together with the matters set forth in Section 3.5.2 of the WSI Disclosure Letter, the “WSI Consents”), the execution, delivery and delivery performance by each of Parent and Merger Sub WSI of this Agreement and the CVR Agreement do not, does not and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, with or result in any violation of, or breach of or default under (with or without notice or lapse of time, or both) or require the consent of any Person under, or give rise to a right of payment or reimbursement, or termination, cancellation, modification or acceleration of any provision obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a Lien upon any property or assets of any of the WSI Entities under any of the terms, conditions or provisions of (i) the charter, by-laws or other organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariesthe WSI Entities, (ii) any Contract Contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument, whether written or oral, to which Parent or any of its Subsidiaries is party the WSI Entities or by which any of their respective properties property or assets is bound bound, or (iii) subject to other than the filings and other matters referred to in Section 5.04(b)3.5.2, any Judgment Law or Law Order applicable to Parent any of the WSI Entities or any of its Subsidiaries or their respective properties property or assets, other than, than in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and that would not reasonably be expected to prevent or adversely affect in any material respect the completion of the Transactions or compliance by any of the WSI Entities with the terms of this Agreement. (b) No Consent 3.5.2. Except as set forth in Section 3.5.2 of the WSI Disclosure Letter, no consent, approval, license, permit, Order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries the WSI Entities in connection with the execution, delivery and performance of this Agreement or by the CVR Agreement WSI Entities or the consummation of the TransactionsMerger and the other Transactions in compliance with the terms hereof by the WSI Entities, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange HSR Act and the Competition Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of DelawareMerger, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that except where the failure of which to obtain or make would not reasonably be expected tosuch, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and would not reasonably be expected to prevent or adversely affect in any material respect the completion of the Transactions or compliance by any of the WSI Entities with the terms of this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement Agreement, do not, and the consummation of the Offertransactions contemplated hereby, including the Merger and the other Transactions Merger, and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, under any provision of (ia) the articles of incorporation or bylaws or comparable organizational documents of Parent, Parent or Merger Sub or any of Parent’s SubsidiariesSub, (iib) any Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 5.04(b)the following sentence, any Judgment Order or Law applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (iib) and (iii)c) above, any such items that would not reasonably be expected tonot, individually or in the aggregate, have reasonably be likely to result in a Parent Material Adverse Effect. (b) . No Consent of, from or registration, declaration or filing with, or permit from, with any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the TransactionsMerger, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and Section 14 of the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger Agreement and the other TransactionsMerger, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiiv) compliance with and filings under the rules Communications Act, including any FCC Rules, (v) compliance with and filings under any applicable state public utility Laws and rules, regulations and orders of any national security exchange on which securities PUCs and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses and (vi) the Required Regulatory Approvals. Subject to obtaining the Consents referenced in the prior sentence, Parent or is qualified to assume control over the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectunder all applicable Laws.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Organizational Documents or the comparable Organizational Documents of the Parent Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.6(b), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected toexpected, individually or in the aggregate, to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 5.6(a), clause (G) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No Consent of, or registration, declaration declaration, notice, notification, submission or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactionstransactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) such registration statements, reports, schedules and statements, or the Offer Documents and (B) such reports taking of, other actions under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionstransactions contemplated hereby, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and Merger Sub are qualified to do business, (iiiiv) compliance with such filings as may be required under the rules and regulations of any national security exchange on which securities of Parent or the Company are listed NYSE and (ivv) such other items (A) required solely by reason of the participation of the Company (as opposed to any third Person) in the transactions contemplated hereby or (B) that the failure of which to obtain or make would not reasonably be expected toexpected, individually or in the aggregate, to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 5.6(b), clause (G) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. 4.5.1. Except as set forth in Section 4.5.1 of the IESI-BFC Disclosure Letter (a) The execution together with the matters set forth in Section 4.5.2 of the IESI-BFC Disclosure Letter, the “IESI-BFC Consents”), the execution, delivery and delivery performance by each of Parent and Merger Sub the IESI-BFC Entities of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof by the IESI-BFC Entities will not, conflict with, with or result in any violation of, or breach of or default under (with or without notice or lapse of time, or both) or require the consent of any Person under, or give rise to a right of payment or reimbursement, or termination, cancellation, modification or acceleration of any provision obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a Lien upon any property or assets of any of the IESI-BFC Entities under any of the terms, conditions or provisions of (i) the charter, by-laws or other organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariesthe IESI-BFC Entities, (ii) any Contract Contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument, whether written or oral, to which Parent or any of its Subsidiaries is party the IESI-BFC Entities or by which any of their respective properties property or assets is bound bound, or (iii) subject to other than the filings and other matters referred to in Section 5.04(b)4.5.2, any Judgment Law or Law Order applicable to Parent any of the IESI-BFC Entities or any of its Subsidiaries or their respective properties property or assets, other than, than in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and that would not reasonably be expected to prevent or adversely affect in any material respect the completion of the Transactions or compliance by any of the IESI-BFC Entities with the terms of this Agreement. (b) No Consent 4.5.2. Except as set forth in Section 4.5.2 of the IESI-BFC Disclosure Letter, no consent, approval, license, permit, Order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries the IESI-BFC Entities in connection with the execution, delivery and performance of this Agreement or by the CVR Agreement IESI-BFC Entities or the consummation of the TransactionsMerger and the other Transactions in compliance with the terms hereof by the IESI-BFC Entities, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange HSR Act and the Competition Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of DelawareMerger, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that except where the failure of which to obtain or make would not reasonably be expected tosuch, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and would not reasonably be expected to prevent or adversely affect in any material respect the completion of the Transactions or compliance by any of the IESI-BFC Entities with the terms of this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub Acquirer of this Agreement and the CVR Agreement do does not, and the consummation by Acquirer of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of not (i) the organizational documents of Parent, Merger Sub violate any Law or Judgment in each case applicable to Acquirer or any other member of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is party the Acquirer Group or by which any of their respective property is bound, (ii) violate the certificate of incorporation or by-laws (or comparable organizational documents) of Acquirer, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any of the properties or assets of Acquirer pursuant to, any provision of any contract (whether written or oral), lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument or permit to which Acquirer is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b)bound, any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, except in the case of clauses (iii) and (iii), any such items that ii) for failures which would not reasonably be expected to, individually have or result in the aggregate, have a Parent an Acquirer Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, from any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Acquirer in connection with the execution, delivery and performance of this Agreement or the CVR Agreement thereby or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents Schedule 13E-3 and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed requirements, if any, under Competition Laws, and (iv) such other items that filings as may be required in connection with the failure of which to obtain or make would not reasonably be expected to, individually or Taxes described in the aggregate, have a Parent Material Adverse EffectSection 6.08.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of 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 obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Parent or Sub, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesSub, (ii) any material Contract to which Parent or any of its Subsidiaries Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b)the following sentence, any Judgment Order or Applicable Law applicable to Parent or any of its Subsidiaries Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Sub in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or the CVR Agreement Sub is a party or the consummation of the Transactions, other than (iA) compliance with and filings under the HSR Act, (B) the filing with the SEC of (Ax) the Offer Documents and (By) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, Agreement and the CVR Agreementother Transaction Agreements, the Offer, the Merger and the other Transactions, (iiC) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiD) compliance such filings as may be required in connection with the rules and regulations taxes described in Section 7.08, (E) Consents, registrations, declarations or filings required to be made solely by reason of any national security exchange on which securities of Parent or the Company are listed Company's participation in the Transactions and (ivF) such other items that as are set forth in Section 5.06 of the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse EffectDisclosure Letter.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by PW and the CVR Agreement Buyer do not, and the execution and delivery of the Ancillary Agreements to which they are a party and the consummation of the Offer, the Merger transactions contemplated hereby and the other Transactions and compliance with the terms hereof thereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) violate the organizational documents provisions of Parent, Merger Sub or any of Parent’s Subsidiariesthe Charter Documents of PW or Buyer, (ii) violate any Contract to which Parent PW or any of its Subsidiaries Buyer is party or by which any of their respective properties or assets is bound or a party, (iii) subject to the filings and other matters referred to in Section 5.04(b)Knowledge of Buyer, violate any Judgment or Law of any Governmental Entity applicable to Parent PW or Buyer on the date hereof, or (iv) to the Knowledge of Buyer, result in the creation of any Liens upon any of its Subsidiaries the assets owned or their respective properties used by PW or assetsBuyer, other than, except in the each such case of clauses (ii) and (iii), any where such items that violation or Lien would not reasonably be expected to, individually materially to impair or in delay the aggregate, have a Parent Material Adverse Effectability of PW or Buyer to perform its obligations under this Agreement or the Ancillary Agreements. (b) No Consent Except as disclosed on Section 5.4(b) of the Buyer Disclosure Schedule, no Authorization or Order of, or registration, declaration or filing with, or permit from, notice to any Governmental Entity is required to be obtained by PW or made by or with respect to Parent or any of its Subsidiaries Buyer in connection with the execution, execution and delivery and performance of this Agreement or and the CVR Agreement or Ancillary Agreements to which it is a party and the consummation of the Transactionstransactions contemplated hereby and thereby, other than except for such Authorizations, Orders, registrations, declarations, filings and notices (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, under the CVR Agreement, the Offer, the Merger HSR Act and the other TransactionsOther Antitrust Laws or the rules of FINRA or the New York Stock Exchange, or (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make which would not reasonably be expected to, individually to materially impair the ability of PW or in Buyer to perform its obligations under this Agreement and the aggregate, have Ancillary Agreements to which it is a Parent Material Adverse Effectparty.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated hereby and compliance with the terms hereof 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, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesParent Subsidiary, (ii) any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.5(b), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactionstransactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Registration Statement, (B) the Joint Proxy Statement and (BC) such reports under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionstransactions contemplated hereby, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, (iiiiv) compliance with such filings as may be required under the rules and regulations of any national security exchange on which securities of Parent or the Company are listed NYSE and (ivv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by ----------------------- each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by or to which any of their respective properties or assets is bound or subject or (iii) subject to the filings and other matters referred to in Section 5.04(b)the following sentence, any Judgment or Applicable Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to prevent or materially delay the ability of Parent to consummate the Offer, the Merger and the other Transactions (a "Parent Material Adverse Effect. (b) "). No Consent of, or registration, ------------------------------ declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or the CVR Agreement Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under (A) the HSR Act and (B) the EC Regulations and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports and statements under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, Agreement and the CVR Company Stockholder Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiiv) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and such filings as may be required under applicable environmental laws, (ivv) such other items that filings as may be required in connection with the failure of which to obtain or make would not reasonably be expected totaxes described in Section 6.09, individually or in the aggregate, have a Parent Material Adverse Effect.(vi) filings under any applicable state takeover law and

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub the Acquirer of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated by this Agreement and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation or breach of, 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 obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Acquirer or any of its Subsidiaries under any provision of (iA) the organizational documents certificate of Parent, Merger Sub limited partnership or any limited partnership agreement of Parent’s Subsidiaries, the Acquirer or (iiB) (1) any Contract to which Parent the Acquirer or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound are bound, or (iii2) subject any Law or any Judgment, in each case, applicable to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent Acquirer or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses such clause (iiB) and (iii)above, any such items that would not reasonably be expected toconflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have a Parent not had and would not reasonably be expected to have an Acquirer Material Adverse Effect. (b) No Consent of. Other than in connection or in compliance with the provisions of the Securities Act and the securities or blue sky laws of the various states or the HSR Act, or no notice to, registration, declaration or filing with, review by, or permit fromauthorization, consent, order, waiver, authorization or approval of, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or necessary for the consummation by the Acquirer of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with transactions contemplated by this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent ▇▇▇▇▇▇ and Merger Sub of this Agreement does not, and the CVR Agreement do not, performance by it of its obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof transactions contemplated by this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give any Person the ability to materially delay or impede the ability of Parent or Merger Sub to consummate the Merger, under, any provision of (i) the Current Parent Articles or the comparable charter or organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, other Parent Subsidiary; (ii) any Contract to which Parent Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary is a party or by which any of their respective properties or assets is bound that would reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 5.04(b4.4(b), any Judgment or Law Law, in each case, applicable to Parent Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any except for such items Judgments or Laws that would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity is required to be obtained or made by or with respect to Parent Parent, Merger Sub or any of its Subsidiaries other Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement its performance of its obligations hereunder or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under under, and such other compliance with, the Exchange Act, and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, transactions contemplated by this Agreement; (ii) compliance with and filings under the DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance Delaware and appropriate documents with the rules relevant authorities of the other jurisdictions in which Parent and regulations of any national security exchange on which securities of Parent or the Company are listed and qualified to do business; (iv) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other items that transactions contemplated hereby; (v) such other Consents the failure absence of which to obtain or make would not reasonably be expected tonot, individually or in the aggregate, have had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger; and (vi) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger.

No Conflicts; Consents. (a) The execution execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement and the CVR Agreement other Ancillary Documents by Parent and Merger Sub do not, and the consummation of the Offer, the Merger and the other Transactions and compliance will not, (i) breach, violate or conflict with the terms hereof will notcertificate of incorporation, bylaws or other governing documents of Parent, the certificate of incorporation or bylaws of Merger Sub, (ii) assuming that all Consents and filings contemplated by Section 4.04(b) have been obtained or made (as applicable), conflict with, breach or result in violate any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or Merger Sub in any material respect, or (iii) result in any breach or violation of its Subsidiaries or constitute a default (or an event which with notice or lapse of time or both would become a default), result in the termination of, accelerate the performance required by, result in a right of termination or acceleration, or require a Consent pursuant to, any material Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or their respective properties or assetsare bound, other thanexcept, in the case of clauses (ii) and clause (iii), for any such items that conflict, violation, breach, default, loss, right or other occurrence which would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement or and the CVR Agreement or other Ancillary Documents by each of Parent and Merger Sub and the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other TransactionsTransactions by each of Parent and Merger Sub do not and will not require any Consent of, or registration, notice or filing with, any Governmental Entity, except for (i) the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder and state securities, takeover and “blue sky” laws, (ii) compliance with and filings under the filing HSR Act and any other Antitrust Law or any FDI Law set forth on Section 4.04(b) of the Certificate of Merger with the secretary of the State of DelawareCompany Disclosure Letter, (iii) compliance with the rules and regulations applicable requirements of any national security exchange on which securities of Parent or the Company are listed and Nasdaq, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, and (v) any such other items that consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain or make would not reasonably be expected toto be material to Parent and its Subsidiaries, individually or in the aggregate, have taken as a Parent Material Adverse Effectwhole.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement does not, and the CVR Agreement do not, performance by it of its obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof transactions contemplated by this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give any Person the ability to materially delay or impede the ability of Parent to consummate the Merger, under, any provision of (i) the Current Parent Articles or the comparable charter or organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, Parent Subsidiary; (ii) any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound that would reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 5.04(b4.4(b), any Judgment or Law Law, in each case, applicable to Parent or any of its Subsidiaries Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any except for such items Judgments or Laws that would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement its performance of its obligations hereunder or the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under under, and such other compliance with, the Exchange Act, and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, transactions contemplated by this Agreement; (ii) compliance with and filings under the HSR Act, the DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance Delaware and appropriate documents with the rules relevant authorities of the other jurisdictions in which Parent and regulations of any national security exchange on which securities of Parent or the Company are listed and qualified to do business; (iv) such filings with Nasdaq and the NYSE as are required in connection with the Merger and the other items that transactions contemplated hereby; (v) such other Consents the failure absence of which to obtain or make would not reasonably be expected tonot, individually or in the aggregate, have had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger, and (vi) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, subject in the case of clauses (ii) and (iii)) above, any for such items that would not reasonably be expected tomatters as, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on (a) the ability of Parent or Sub to perform its obligations under this Agreement or (b) the ability of Parent or Sub to consummate the Offer, the Merger and the other Transactions (any of the foregoing, a "Parent Material Adverse Effect"). (b) No Consent of, or registration, declaration or filing with, or permit fromnotice to, or Permit from any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance such filings as may be required in connection with the rules and regulations of any national security exchange on which Taxes described in Section 6.08, (iv) filings under state securities of Parent or the Company are listed Laws, and (ivv) such other items that the failure of which to obtain or make would not reasonably be expected toas, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance by Parent and Merger Sub of this Agreement and the CVR Agreement do not, their respective obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of Merger Sub, (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 termination, cancellation or acceleration of any obligation, or give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, or require any consent or approval under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 5.04(b4.3(b), any Judgment or Law Law, in each case, applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not, require any Consent of, or registration, declaration or filing or registration with, or permit fromnotification to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Entity, except for applicable requirements of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreementthe Securities Act, “blue sky” laws, the CVR AgreementHSR Act and any applicable foreign competition laws, filing and recordation of appropriate merger documents as required by the Offer, the Merger MGCL and the other Transactions, (ii) the filing rules of the Certificate of Merger with the secretary of the State of DelawareNASDAQ or other stock exchange, (iii) compliance with the rules if applicable, and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the except where failure of which to obtain such Consents, or to make such filings, registrations or notifications, would not have, and would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the applicable requirements of Foreign Antitrust Laws, (iii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiv) the filing of the Certificate of Merger with the secretary Secretary of the State of Delaware, (iiiv) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (ivv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery performance by each of Parent and Merger Sub Buyer of this Agreement and the CVR Agreement do notor any Ancillary Agreement, and nor the consummation of the Offertransactions contemplated hereby or thereby, will: (a) (i) violate or conflict with any of Buyer’s Governing Documents; (ii) assuming that all of the Merger Buyer Required Regulatory Approvals and Seller Required Regulatory Approvals have been made or obtained, and all conditions therein which are then required to be satisfied have in fact been satisfied, and any waiting periods thereunder have terminated or expired, as the other Transactions and compliance with the terms hereof will notcase may be, violate any Law or Order applicable to Buyer, or (iii) violate, conflict with, or result in a breach of, require any violation consent or approval of, or default (with or without notice or lapse of time, time or both) underconstitute a default under or pursuant to, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract contract to which Parent or any of its Subsidiaries Buyer is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b)a party, any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other thanexcept, in the case of clauses (ii) and (iii), for any such items violations, conflicts, breaches, consents, approvals, defaults or other occurrences (A) that would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect.material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or (B) that arise as a result of any facts or circumstances relating to Seller or its Affiliates; or (b) No Consent ofother than the Buyer Required Regulatory Approvals, require any declaration, filing, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made registration by or with respect to Parent Buyer or any of its Subsidiaries in connection Affiliates with, or notice by Buyer or any of its Affiliates to, or authorization, consent, or approval with the executionrespect to Buyer or any of its Affiliates of, delivery and performance of this Agreement any Governmental Entity, except for any such declarations, filings, registrations, notices, authorizations, consents, or the CVR Agreement or the consummation of the Transactions, other than approvals (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effectmaterial adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or (ii) that arise as a result of any facts or circumstances relating to Seller or its Affiliates unrelated to the Business, the Purchased Assets or the Assumed Obligations.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof by Parent and Merger Sub will not, result in any loss, suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their respective businesses as presently conducted, or 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, cancellation, first offer, first refusal, modification or acceleration of any right, obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, or require any consent under, any provision of (i) the organizational documents of Parent, Merger Sub Parent or any of Parent’s its Subsidiaries, (ii) any Authorization of Parent or any of its Subsidiaries or any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is are bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that have not had and would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration declaration, notice or filing with, with or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act and any other Antitrust Law, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports and filings under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, Delaware and (iiiiv) compliance with such filings as may be required under the rules and regulations of any national security exchange on which securities of Parent Nasdaq or the Company are listed New York Stock Exchange in connection with this Agreement, the Merger and (iv) such the other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of RN Parent and Merger RN Sub of this Agreement do not, the execution and the CVR Agreement do delivery by RN Parent and RN Sub of each Transaction Document to which it is specified to be a party will not, and the consummation of the Offer, the Merger transactions contemplated hereby and the other Transactions thereby and compliance by RN Parent and RN Sub with the terms hereof of this Agreement and the Transaction Documents to which it is specified to be a party will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the RN Contributions under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub RN Parent or any of Parent’s Subsidiaries, its subsidiaries or (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to RN Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) material adverse effect on the business of RN Parent. No Consent of, or registration, declaration or filing with, or permit from, with any Governmental Entity is required to be obtained or made by or with respect to RN Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement any Transaction Document or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents transactions contemplated hereby and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectthereby.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Pare▇▇ ▇▇▇ Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesParent Subsidiary, (ii) any Parent Permit or any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.4(b) and Section 6.3(a), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Company Information Statement and (B) such reports under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on other jurisdictions in which securities of Parent or the Company are listed Merger Sub is qualified to do business, and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of MTVN Parent and Merger MTVN Sub of this Agreement do not, the execution and the CVR Agreement do delivery by MTVN Parent and MTVN Sub of each Transaction Document to which it is specified to be a party will not, and the consummation of the Offer, the Merger transactions contemplated hereby and the other Transactions thereby and compliance by MTVN Parent and MTVN Sub with the terms hereof of this Agreement and the Transaction Documents to which it is specified to be a party will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the MTVN Contributions under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub MTVN Parent or any of Parent’s Subsidiaries, its subsidiaries or (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to MTVN Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) material adverse effect on the business of MTVN Parent. No Consent of, or registration, declaration or filing with, or permit from, with any Governmental Entity is required to be obtained or made by or with respect to MTVN Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement any Transaction Document or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents transactions contemplated hereby and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectthereby.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party, do not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or notice to, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Sub in connection with the execution, delivery and performance of this Agreement or the CVR any Transaction Agreement or the consummation of the Transactionstransactions contemplated hereby or thereby, other than (i) compliance with and filings under (A) the HSR Act and (B) Exon-▇▇▇▇▇▇ (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, Agreement and the CVR Agreement, the Offerother Transaction Agreements, the Merger and the other Transactionstransactions contemplated hereby and thereby, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiiv) compliance with and such filings as may be required under applicable Environmental Laws, (v) such filings as may be required in connection with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and taxes described in Section 6.09, (ivvi) such other items that may be required solely by reason of the participation of the Company (as opposed to any other third party) in the transactions contemplated hereby and (vii) such other Consents, registrations, declarations, filings, notices or permits, the failure of which to obtain or make would not reasonably be expected tois not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the CVR Agreement do Sub, does not, and the consummation of the Offer, Offer and the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of of: (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiaries, its subsidiaries; (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by or to which any of their respective properties or assets is bound or subject; or (iii) subject to the filings and other matters referred to in Section 5.04(b)the following sentence, any Judgment or Applicable Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent and Merger Sub to consummate the Offer and the Merger (a "Parent Material Adverse Effect. (b) "). No Consent of, notice to, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactionsits obligations hereunder, other than than: (i) compliance with and filings under the HSR Act, if applicable; (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger Offer and the other Transactions, Merger; (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, ; (iiiiv) compliance with and such filings as may be required under applicable environmental laws; (v) such filings as may be required in connection with the rules and regulations of taxes described in Section 6.08; (vi) filings under any national security exchange on which securities of Parent or the Company are listed applicable state takeover law; and (ivvii) such other items that (A) required solely by reason of the failure participation of which the Company (as opposed to obtain or make would not reasonably be expected toany third party) in this Agreement (B) that, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse EffectEffect or (C) as are set forth in the letter, dated as of the date of this Agreement, from Parent to Merger Sub.

No Conflicts; Consents. (a) The execution and delivery by each of the Parent and Merger Sub of this Agreement and the CVR Agreement do Ancillary Agreements to which it is a party does not, and the performance by the Parent of its obligations hereunder and thereunder and the consummation of the Offertransactions contemplated hereby and thereby (in each case, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both) underwill not, any provision of directly or indirectly, (i) violate or conflict with the organizational documents provisions of Parent, any of the Organizational Documents of the Parent or Merger Sub or any of Parent’s Subsidiaries, (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any Contract additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), imposition of additional obligations or resulting in a loss of any rights or, except with respect applicable NYSE MKT rules and regulations, require a consent or the delivery of notice, under any Contract, Law or Permit applicable to the Parent or Merger Sub or to which the Parent or any of its Subsidiaries Merger Sub is a party or a beneficiary or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assetsassets are subject, other than, except in the case of clauses clause (ii) and (iii), any where such items that violation, conflict, breach, default, event or other item would not reasonably be expected to, individually to materially impair or in delay the aggregate, have a ability of Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements. (b) No Consent Except for any approval by the NYSE MKT, no Permit or Order of, or registration, declaration or filing with, or permit from, to any Governmental Entity Person is required to be obtained or made by or with respect to the Parent or any of its Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or and the CVR Agreement or Ancillary Agreements, the performance of the obligations hereunder and thereunder and the consummation of the Transactionstransactions contemplated hereby and thereby, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that except where the failure of which to obtain such Permit or make Order would not reasonably be expected to, individually to materially impair or in delay the aggregate, have a ability of the Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of each Transaction Agreement to which it is a party will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, except in the case of clauses clause (ii) and (iii)) where such conflicts, any such items that violations and defaults, individually and in the aggregate, would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or the CVR Agreement Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing of a joint notification pursuant to the Exon-▇▇▇▇▇▇ Act, (iii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the CVR AgreementTransaction Agreements, the Offer, the Merger and the other Transactions, (iiiv) the filing of the Certificate Articles of Merger with the secretary Secretary of State of the State of DelawareTexas, (iiiv) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the rules Taxes described in Section 6.08, (vii) such of the foregoing as may be required in connection with the financing required to consummate the Offer and regulations of any national security exchange on which securities of Parent or the Company are listed Merger, and to pay related fees and expenses (the "FINANCING"), and (ivviii) such other items that consents and filings (the "OTHER PARENT FILINGS", and together with the Other Company Filings, the "OTHER FILINGS") the failure of which to obtain or make make, individually and in the aggregate, would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse EffectEffect or in any manner impede, frustrate, prevent, delay or nullify the consummation of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation or breach of, 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 obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under any provision of (i) the organizational documents of Parent, Parent or Merger Sub or any of Parent’s SubsidiariesSub, (ii) any Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b3.04(b), any Judgment Order or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Except as would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange HSR Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, Delaware and (iii) compliance the filing with the rules SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement and the CVR Agreement Ancillary Agreements by the Parent and Merger Sub do not, and the consummation of the Offer, the Merger transactions contemplated hereby and the other Transactions and compliance with the terms hereof thereby will not, (i) violate any of the provisions of any Organizational Document of either the Parent or Merger Sub, (ii) assuming compliance by the Parent and Merger Sub with the matters referred to in Section 5.3(b), violate or conflict with any Law or Authorization applicable to the Parent, (iii) result in the creation of any Liens upon any of the assets or properties owned or used by the Parent or Merger Sub or (iv) conflict with, or result in any violation breach of, any of the terms or conditions of, or default constitute (whether with or without notice or lapse the passage of time, the giving of notice or both) undera default or give rise to any right of termination, cancellation or acceleration under any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which either the Parent or any of its Subsidiaries Merger Sub is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectparty. (b) No Consent Authorization, Order of, or registration, declaration or filing with, or permit from, notice to any Governmental Entity Authority is required to be obtained or made by or with respect to the Parent or any of its Subsidiaries and/or Merger Sub in connection with the execution, delivery and performance of this Agreement or and the CVR Agreement or Ancillary Agreements and the consummation of the Transactionstransactions contemplated hereby and thereby, other than (i) except for the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing notification and/or approval requirements of the Certificate of Merger with the secretary of the State of DelawarePR Insurance Code and for such Authorizations, (iii) compliance with the rules Orders, registrations, declarations, filings and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that notices the failure of which to obtain or make which would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub Purchaser of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, subject in the case of clauses (ii) and (iii)) above, any for such items that would not reasonably be expected tomatters as, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on (A) the ability of Parent or Purchaser to perform its obligations under this Agreement or (B) the ability of Parent or Purchaser to consummate the Merger and the Transactions (any of the foregoing, a "Parent Material Adverse Effect"). (b) No Consent of, or registration, declaration or filing with, or permit fromnotice to, or Permit from any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents Proxy Statement and (B) such reports under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance such filings as may be required in connection with the rules and regulations of any national security exchange on which Taxes described in Section 6.11, (iv) filings under state securities of Parent or the Company are listed Laws, and (ivv) such other items that the failure of which to obtain or make would not reasonably be expected toas, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution Except as set forth in the Company Disclosure Schedule and except for filings and consents required under the HSR Act, the execution, delivery and performance by each of Parent and Merger Sub the Company of this Agreement and each of the CVR Agreement Company Ancillary Documents do not, and the consummation of the Offer, Contemplated Transactions by the Merger and the other Transactions and compliance with the terms hereof Company will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of : (i) violate the organizational documents provisions of Parent, Merger Sub any Organizational Documents of the Company or any of Parent’s Subsidiaries, a Subsidiary; (ii) violate, breach, conflict with or constitute an event of default (or an event which with written notice, lapse of time or both could constitute a default), under, result in the acceleration of, create in any other Person the right to accelerate, terminate, modify or cancel or require any notice under any material Contract or Authorization to which Parent the Company or any of its Subsidiaries a Subsidiary is party or by party, and which any of their respective properties or assets is bound or (iii) subject to the filings would not and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or to materially impair the ability of the Company to perform its obligations under this Agreement; (iii) result in the aggregatecreation of any Encumbrances or Liens, other than Encumbrances or Liens created by the Purchaser, upon any of the assets owned or used by the Company or any of its Subsidiaries, except in each such case where such Encumbrance or Lien would not and would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company; or (iv) violate any Applicable Law to which the Company is subject except any such violation which would not and would not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement or any of the Company Ancillary Documents or have a Material Adverse Effect on the Company. (b) No Consent Authorization or Order of, or registration, declaration or filing with, or permit from, notice to any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries the Company in connection with the execution, execution and delivery and performance of this Agreement or any of the CVR Agreement Company Ancillary Documents or any of the Company Closing Documents and the consummation of the Contemplated Transactions, other than except for such Authorizations, Orders, registrations, declarations, filings and notices (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, under the CVR Agreement, the Offer, the Merger HSR Act and the other TransactionsOther Antitrust Laws, or (ii) the filing failure to obtain which would not be reasonably expected to, and would not, (A) have a Material Adverse Effect on the Company or (B) materially impair or delay the ability of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent Company to perform its obligations under this Agreement or the Company are listed and (iv) such other items that Ancillary Documents or to consummate the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse EffectContemplated Transactions.

No Conflicts; Consents. (a) The Neither the execution and delivery by each of Parent and Merger Sub STXB of this Agreement and the CVR Agreement do not, and related documents nor the consummation of the Offertransactions contemplated hereby or thereby, nor compliance by STXB with any of the Merger and the other Transactions and compliance with the terms provisions hereof or thereof, will not(a) violate, conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or result in the loss of any provision benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Encumbrance upon any of the material properties or assets of STXB or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the organizational documents Organizational Documents of Parent, Merger Sub STXB or any of Parent’s Subsidiaries, its Subsidiaries or (ii) any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent STXB or any of its Subsidiaries is a party or by which it may be bound, or to which STXB or any of its Subsidiaries or any of the properties or assets of STXB or any of its Subsidiaries may be subject, or (b) assuming that the STXB Regulatory Approvals are duly obtained, violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to STXB or any of its Subsidiaries or any of their respective properties or assets is bound or assets, except, with respect to clause (iii) subject to the filings and other matters referred to in Section 5.04(bii), any Judgment for such violations, conflicts, breaches or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, defaults which either individually or in the aggregate, aggregate would not have or be reasonably likely to have a Parent Material Adverse EffectEffect on STXB. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub Princeton Acquisitions of this Agreement and the CVR Agreement do does not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, with or result in any violation of, of 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 obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Princeton Acquisitions under, any provision of (i) the organizational documents of Parent, Merger Sub Princeton Acquisitions Charter or any of Parent’s SubsidiariesPrinceton Acquisitions Bylaws, (ii) any material Contract to which Parent or any of its Subsidiaries Princeton Acquisitions is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b3.5(b), any Judgment material judgment, order or decree or material Law applicable to Parent Princeton Acquisitions or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Princeton Acquisitions Material Adverse Effect. (b) No Except with respect to the filings set forth in Section 1.2 (if applicable), no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Princeton Acquisitions in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than the (i) the filing with the SEC of (A) the Offer Documents a 14f-1 Notice and (Bii) such filing with the SEC of reports under Sections 13 and 16 of the Exchange Act, and (iii) filings under state “blue sky” laws, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger Agreement and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Assuming that the Regulatory Approvals described in clause (b) are obtained and made, the execution and delivery by each of Parent and Merger Sub Seller of this Agreement and by Seller or any other applicable Seller Entities of the CVR Agreement do other Transaction Documents (other than the Local Transfer Agreements) to which Seller and the other applicable Seller Entities are or, as of the Closing, will be a party does not, and the consummation of the Offer, Transactions and the Merger transactions contemplated by the other Transaction Documents (other than the Local Transfer Agreements) and compliance by Seller and the other Transactions and compliance applicable Seller Entities with the terms hereof of this Agreement and the other Transaction Documents (other than the Local Transfer Agreements) will not, conflict with, require filing under or result in any violation of, of 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 obligation under, or result in the creation of any Lien (other than Permitted Liens) upon any of the Purchased Assets under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub any Seller Entity or any of Parent’s SubsidiariesNewCo Entity, (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries the Seller Entities, the NewCo Entities, or their respective the properties or assetsassets of any of the Seller Entities or the NewCo Entities or (iii) any Material Contract, other thanexcept, in the case of clauses (ii) and or (iii), for any such items that would not reasonably be expected toto be, individually or in the aggregate, material to the GES Business, taken as a whole, or have a Parent Seller Material Adverse Effect. . (b) No Consent ofAssuming the accuracy of the representations and warranties of Purchaser set forth in Article IV, no Regulatory Approvals or registration, declaration or filing with, or permit from, any Governmental Entity other Approval is required to be obtained or made by or with respect to Parent Seller or any of its Subsidiaries the Seller Entities in connection with the execution, delivery and performance of this Agreement or the CVR Agreement other Transaction Documents or the consummation of the TransactionsTransactions or the transactions contemplated by the other Transaction Documents, other than (iA) compliance with any applicable requirements of the filing HSR Act and with any other applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment or to prohibit, restrict or regulate actions with the SEC purpose or effect of monopolization or restraint of trade (A) collectively, together with the Offer Documents and HSR Act, the “Antitrust Laws”), (B) such reports under the Exchange Act, as may be required in connection compliance with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionsany applicable FDI Laws, (iiC) the filing any Approval that is applicable as a result of the Certificate matters specifically and exclusively related to Purchaser or any of Merger with the secretary of the State of Delawareits Affiliates, (iiiD) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed applicable FAR Approval and (ivE) such other items that the failure of which to obtain those that, if not obtained, made or make given, would not reasonably be expected toto be, individually or in the aggregate, material to the GES Business, taken as a whole, or have a Parent Seller Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Escrow Agreement (as applicable), do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any material Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any material Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, Transactions other than (i) compliance with and filings under the HSR Act, (ii) the filing and recordation of appropriate merger documents as required by the NYBCL, (iii) compliance with the SEC of and such filings as may be required under applicable environmental Laws, (A) the Offer Documents and (Biv) such reports under the Exchange Act, filings as may be required in connection with this Agreementthe Taxes described in Section 6.07, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (ivv) such other items (A) that may be required under any applicable foreign Law, (B) that are required solely by reason of the failure participation of which the Company (as opposed to obtain any third party) in the Transactions or make would not reasonably be expected to(C) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub Purchaser of this Agreement and the CVR Agreement do notAgreement, and the consummation of the Offertransactions contemplated hereby, do not and will not (i) breach any provision of any of the Merger and Governing Documents of Purchaser or any resolution adopted by Purchaser, (ii) breach any provision of any Applicable Law or Order applicable to Purchaser, or (iii) except as set forth in Schedule 6.2, require the Consent, notice or other Transactions and compliance with the terms hereof will notaction by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in any violation of, or default (with or without notice or lapse the acceleration of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries Purchaser is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectparty. (b) No Consent Consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, or permit fromnotification to, any Governmental Entity Person is required to on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, other than (i) such filings and notices as may be obtained required by (A) any Applicable Laws, including any applicable federal or made by state securities or “blue sky” laws, including the filing with the Securities and Exchange Commission (the “SEC”) of a Form D, as required under Regulation D under the Securities Act, one or more Current Reports on Form 8-K with respect to Parent the transactions contemplated by this Agreement, and such other reports or any of its Subsidiaries filings as may be required under the Exchange Act and the Securities Act and the rules and regulations thereunder in connection with the execution, delivery and performance of Purchaser’s obligations under this Agreement or the CVR Agreement or the consummation of the TransactionsAgreement, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, NASDAQ Global Stock Market (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with or the rules and regulations of any national security exchange on which securities of Parent or the Company are listed thereof), and (ivii) such other items that the failure of authorizations, approvals, Orders, Permits or consents which to obtain if not obtained, or make notices, registrations, declarations or filings which if not made, would not reasonably be expected toexpected, individually or in the aggregate, have a Parent Material Adverse Effectto materially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. (a) The execution execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement and the CVR Agreement do not, by Seller and the consummation of the Offer, the Merger transactions contemplated hereby by Seller do not and the other Transactions and compliance with the terms hereof will not, except as set forth on Section 3.4 of the Seller Disclosure Schedules, (a) violate any provision of the certificate of incorporation or bylaws, constitutions or comparable organizational documents of each Seller Entity, the Purchased Entities or any of their Subsidiaries or the Joint Ventures, (b) conflict with, constitute a default under, or result in any violation ofthe breach or termination, cancellation or default acceleration (with or without whether after the giving of notice or the lapse of time, time or both) under, of any provision right or obligation of the Purchased Entities (i) the organizational documents of Parent, Merger Sub or any Subsidiary thereof or Joint Venture) or of Parent’s Subsidiariesany right (including, without limitation, approval rights over transfers (iiwhether direct or indirect) or changes of control) or obligation of counterparties thereto, including, without limitation, preemptive rights, rights of first offer, rights of first refusal and/or rights of termination under any Contract Material Contract, and (c) assuming compliance with the matters set forth in Section 3.5 and Section 4.4, violate or result in a breach of or constitute a default under any Law or other restriction of any Governmental Entity to which Parent each Seller Entity or the Purchased Entities (or any of its Subsidiaries Subsidiary thereof or Joint Venture) is party or by which any of their respective properties or assets is bound or (iii) subject subject, except, with respect to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iib) and (iiic), any such items that as would not reasonably be expected to, individually or in the aggregate, have be material to the Purchased Entities, their Subsidiaries and the Joint Ventures, taken as a Parent Material Adverse Effect. (b) No Consent ofwhole, or registrationprevent, declaration materially impair or filing with, or permit from, any Governmental Entity is required materially delay the ability of Seller and its Affiliates to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of perform their obligations under this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) Transaction Documents or to consummate the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules transactions contemplated hereby and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectthereby.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement Plan of Merger do not, and the performance by it of its obligations hereunder and thereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will notnot (i) contravene, conflict with, or result in any violation ofor breach of any provision of the memorandum and articles of association of Parent or Merger Sub; (ii) assuming compliance with the matters referred to in Section ‎4.03(b), contravene, conflict with or result in a violation or breach of any Law or Judgment, in each case, applicable to Parent or Merger Sub or their respective properties or assets; (iii) assuming compliance with the matters referred to in Section ‎4.03(b), require any payment to or consent or other action by, or notice to, any Person under, constitute a breach or default (or constitute an event that, with or without notice or lapse of timetime or both, would constitute a breach or default) of or under, or both) undercause or permit the termination, cancellation, acceleration or other change of any provision right or obligation or the loss of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract benefit to which Parent or Merger Sub is entitled under any provision of its Subsidiaries is party any Contract or by which any Permit of their respective properties Parent or assets is bound Merger Sub; or (iiiiv) subject to result in the filings and other matters referred to in Section 5.04(b), creation or imposition of any Judgment or Law applicable to Lien on any asset of Parent or any of its Subsidiaries or their respective properties or assetsMerger Sub, other thanwith only such exceptions, in the case of each of clauses (ii) and through (iiiiv), any such items that as would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, Permit of or registration, declaration or filing with, or permit from, from any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement Plan of Merger, its performance of its obligations hereunder or thereunder, or the consummation of the Merger and the other Transactions, other than (i) the filing with the SEC of (A) the Offer Documents filing by Parent and Merger Sub of the Schedule 13E-3 with the SEC and (B) such reports under other compliance by the Parent and Merger Sub with the Exchange Act, the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the CVR Agreement, the OfferPlan of Merger, the Merger and the other Transactions, ; (ii) executing and delivering the filing Plan of the Certificate of Merger with the secretary of the State of Delaware, Merger; (iii) compliance with the Nasdaq rules and regulations of any national security exchange on which securities of Parent or the Company are listed and regulations, (iv) the Requisite Regulatory Approvals; and (v) such other items that the failure of which to obtain or make would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of MTVN Parent and Merger MTVN Sub of this Agreement do not, the execution and the CVR Agreement do delivery by MTVN Parent and MTVN Sub of each other Transaction Document to which it is, or is specified to be, a party will not, and the consummation of the Offer, the Merger and the other Transactions and compliance by MTVN Parent and MTVN Sub with the terms hereof of the Transaction Documents will not, not conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the MTVN Contribution Assets under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub MTVN Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any MTVN Contributed Contract to which Parent or any of its Subsidiaries is party or Contract by which any of their respective properties or assets the MTVN Contribution Assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Applicable Law applicable to MTVN Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (b) Effect with respect to MTVN Parent. No Consent of, or registration, declaration or filing with, or permit from, with any Governmental Entity is required to be obtained or made by or with respect to MTVN Parent or any of its Subsidiaries subsidiaries in connection with the (A) execution, delivery and performance of this Agreement or the CVR Agreement any other Transaction Document or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and Transactions or (B) such reports under the Exchange Act, as may be required in connection with this Agreement, conduct by the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing Company of the Certificate Existing Consumer Digital Music Business of Merger with MTVN Parent following the secretary of Closing as conducted on the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectdate hereof.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, require any payment or consent under 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, cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the organizational documents of Parent, (x) Parent or Merger Sub or (y) any of Parent’s Subsidiariesother subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b3.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (i)(y), (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange HSR Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the EC Merger Regulation and the other Transactionsany Foreign Merger Control Law, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance the filing with the rules SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and regulations of any national security exchange on which securities of Parent or the Company are listed other Transactions and (iv) such other items (A) required solely by reason of the participation of the Company (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation, amendment, or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien (other than Liens arising as a result of the Debt Financing) upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesParent Subsidiary, (ii) any material Parent Permit or any material Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.4(b) and Section 6.3(a), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Proxy Statement, (B) the Schedule 13e‑3 and (BC) such reports under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate Articles of Merger with the secretary Secretary of State of the State of DelawareNevada and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, (iiiiv) compliance with the rules and regulations applicable requirements under the NISPOM, (v) compliance with the applicable requirements under the ITAR, (vi) compliance with the applicable requirements of any national security exchange on which securities of Parent or the Company are listed FAR 52.215-19 and (ivvii) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement Agreement, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any material Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and clause (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing compliance with the SEC of and such filings as may be required under applicable environmental Laws, (A) the Offer Documents and (Bii) such reports under the Exchange Act, filings as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delawaretaxes described in Section 6.09, (iii) compliance with the rules and regulations of filings under any national security exchange on which securities of Parent or the Company are listed applicable state takeover Law and (iv) such other items (A) that may be required under the failure applicable Law (other than antitrust or competition Law) of which any foreign country, (B) required solely by reason of the participation of the Company (as opposed to obtain any third party) in the Transactions or make would not reasonably be expected to(C) that, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do does not, and the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or (solely with respect to clause (ii)) give rise to a right of termination, cancellation or acceleration of any obligation or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any provision of of: (i) the governing or organizational documents of Parent, Parent or Merger Sub or any of Parent’s Subsidiaries, Sub; (ii) any Contract to which any of Parent or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 5.04(b5.3(b), as of the date hereof, any Judgment Order, Law or Law Permit, in each case, applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofConsents of or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity Authority, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement its performance of its obligations hereunder or the consummation of the Merger and the other Transactions, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions”), (ii) the filing of the Certificate of Merger filings required in connection with the secretary of the State of Delaware, USFS Permits and (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution None of the execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement by the Company, including the compliance by the Company with all of the provisions hereof and the CVR Agreement do not, thereof and the consummation of the Offertransactions contemplated hereby and thereby, the Merger and the other Transactions and compliance will conflict with the terms hereof will not, conflict with, or result in a breach or violation of any violation of the terms or provisions of, or default (with or without the giving of notice or the lapse of time, time or both) constitute a default under, any provision of (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the organizational documents of Parent, Merger Sub Company or any of Parent’s Subsidiariesits subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) any Contract to which Parent the provisions of the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries is party or by which any of their respective properties or assets is bound subsidiaries or (iii) subject to any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets, other thanexcept for, in the case of clauses (iii) and (iii), any such items conflicts, breaches, violations or defaults that would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect. The Recapitalization Documents shall be effective prior to the issuance and sale of the Shares. (b) No Consent The Company is not required to obtain any consent, approval, authorization or order of, or registration, declaration make any filing or filing registration with, any governmental entity, including any Federal, state or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent local government or any of its Subsidiaries court, administrative agency or commission or other governmental or regulatory authority or agency (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement or and the CVR Agreement or Recapitalization Documents by the Company, including the compliance by the Company with all of the provisions hereof and thereof and the consummation of the Transactionstransactions contemplated hereby and thereby, other than except for (i) the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the Rights (as defined on Exhibit A hereto) and shares pursuant to the exercise of Rights, (ii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (A) the Offer Documents and (B) such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this AgreementAgreement and the Recapitalization and the transactions contemplated hereby and thereby, (iii) any filings required under applicable state securities rules and regulation, (iv) the filing of one or more notices on Form D under the Securities Act, (v) consents, approvals, authorizations, registrations, declarations and filings of or with state public service or public utility commissions or other similar state Governmental Entities with jurisdiction to regulate the business operations of the Company and its subsidiaries, (vi) the filing of amendments to the certificates of designation of the Series A Preferred Stock and the Series B Preferred Stock as needed to implement the transactions contemplated by this Agreement (the “Preferred Stock Amendments”), the CVR Agreementfiling of a certificate of elimination with respect to the Series C Preferred Stock, the Offer, the Merger and the other Transactions, (ii) the authorization and filing of the Certificate of Merger Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 6% Series H Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof with the secretary Secretary of State of the State of DelawareDelaware (the “Certificate of Designation”), (iiivii) compliance the filing of such documents as may be necessary to record or perfect or to terminate security interests or mortgages in personal or real property in connection with the rules incurrence and regulations of any national security exchange on which securities of Parent or repayment by the Company are listed and its subsidiaries of indebtedness in connection with the Recapitalization, and (ivviii) such other items that consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to obtain be obtained or make would not reasonably be expected tomade, individually or in the aggregate, would not reasonably be expected to (A) have a Parent Material Adverse Effect, (B) impair in any material respect the ability of the Company to perform its obligations under this Agreement and the Recapitalization Documents or (C) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, the execution, delivery and the CVR performance of its obligations by each of Parent and Merger Sub of each Ancillary Agreement do to which it will be a party will not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Parent or Merger Sub or any of Parent’s SubsidiariesSub, (ii) any Contract to which Parent or any of its Subsidiaries Merger Sub is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b‎3.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. The offer, issuance and delivery of the Closing Share Consideration are exempt from the registration and qualification requirements of the Securities Act and any state securities (Blue Sky) Laws. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it will be a party, the CVR Agreement Merger or the consummation of the other Transactions, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange HSR Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the applicable requirements of Foreign Antitrust Laws, (iii) the filing of the Certificate of Merger with the secretary Secretary of the State of Delaware, (iiiiv) compliance the filing with Nasdaq of a Notification Form: Listing of Additional Shares for the rules and regulations listing of the Parent Shares constituting the Closing Share Consideration (including the Parent Shares issuable upon exercise of any national security exchange Closing Share Warrants) on which securities the Nasdaq Global Market, (v) the filings expressly required to be made by Parent after the Effective Time pursuant to the Registration Rights Agreement, (vi) the filing of Parent or the Company are listed Current Reports on Form 8-K as expressly required hereby, and (ivvii) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of this Agreement and the CVR Agreement Agreement, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any provision of (i) the organizational documents Organizational Documents of Parent, Parent or Merger Sub or any of Parent’s SubsidiariesSub, (ii) any Parent Permit or any Contract to which Parent or any Subsidiary of its Subsidiaries Parent is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.4(b) and Section 6.3(a), any Judgment or Law applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Subsidiary of its Subsidiaries Parent in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing compliance with the SEC applicable requirements of (A) the Offer Documents and (B) such reports under any federal or state securities Laws, including compliance with the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Delaware Secretary and appropriate documents with the relevant authorities of the State of Delawareother jurisdictions in which Parent or Merger Sub is qualified to do business, and (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution Except as set forth on Schedule 3.3 and subject to obtaining the Required Third Party Consents, the execution, delivery and performance by each of Parent and Merger Sub Seller of this Agreement and the CVR Agreement Ancillary Agreements do not, and the consummation of the Offer, the Merger transactions contemplated hereby and the other Transactions and compliance with the terms hereof thereby will notnot (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) to the Knowledge of Seller, violate, conflict with or result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents material terms, conditions or provisions of Parentany material Contract, Merger Sub instrument or any of Parent’s Subsidiaries, (ii) any Contract agreement to which Parent or any of its Subsidiaries Seller is a party or by which Seller or any material portion of their respective properties or its assets (including the Acquired Assets) is bound bound, or (iiic) subject to the filings and other matters referred to Knowledge of Seller, violate in Section 5.04(bany material respect any applicable Law binding upon Seller or any material portion of its assets (including the Acquired Assets), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, except in the case of clauses subsections (iia), (b) and (iii), any c) such items that matters as would not be reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No . To the Knowledge of Seller, no Consent of, or registration, declaration or filing with, or permit from, of any Governmental Entity or any other Person is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Seller in connection with the execution, delivery and performance of this Agreement or and the CVR Agreement Ancillary Agreements to which Seller is a party or the consummation of the Transactionstransactions contemplated hereby or thereby, other than except for (i) the filing with the SEC of (A) the Offer Documents and (B) such reports requirements under the Exchange HSR Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing transfer of the Certificate of Merger with the secretary of the State of DelawareExisting Site Permits, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or Consents set forth in Schedule 3.3 (the Company are listed and “Required Third Party Consents”), (iv) such other items that Consents which the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect, and (v) Post-Closing Consents.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries Parent’s subsidiaries is a party or by which any of their respective properties properties, rights or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries Parent’s subsidiaries or their respective properties properties, rights or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, would not reasonably be likely to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent’s subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiiv) compliance such filings as may be required in connection with the Taxes described in Section 6.10, (v) such filings as may be required under the rules and regulations of any national security exchange on which securities of Parent or the Company are listed New York Stock Exchange and (ivvi) such other items that the failure of which to obtain or make would not reasonably be expected likely to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement its covenants and the CVR Agreement do not, agreements and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) conflict with, 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, cancellation or acceleration of any provision material obligation or to the loss of (i) the organizational documents of Parent, Merger Sub or a material benefit under any of Parent’s Subsidiaries, (ii) any material Contract to which Parent or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets is bound or any material Permit applicable to the business of Parent and its Affiliates or (iii) subject to obtaining the filings and other matters Consents referred to in Section 5.04(b4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii), any such items matter that would not have or would not be reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Affiliate of its Subsidiaries Parent in connection with the execution, Parent's and Merger Sub's execution and delivery and performance of this Agreement or the CVR Agreement their performance of their covenants and agreements hereunder or the consummation of the TransactionsMerger, other than except for the following: (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, Required Statutory Approvals; (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; and (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that Filings and Consents the failure of which to make or obtain would not have or make would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement Ancillary Agreements to which it is a party, do not, and the consummation of the Offer, the Merger Transactions and the other Transactions transactions contemplated by such Ancillary Agreements and compliance with the terms hereof and 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, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesParent Subsidiary, (ii) any Parent Permit or any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.4(b) and Section 6.3(a), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Ancillary Agreement to which Parent or Merger Sub is a party or the consummation of the TransactionsTransactions or the other transactions contemplated by the Ancillary Agreements, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Proxy Statement, and (B) such reports under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Delaware Secretary and appropriate documents with the relevant authorities of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on other jurisdictions in which securities of Parent or the Company are listed Merger Sub is qualified to do business, and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, under any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s SubsidiariesSub, (ii) any material Contract to which Parent or any of its Subsidiaries Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b)the following sentence, any Judgment Order or Applicable Law applicable to Parent or any of its Subsidiaries Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, ------------ ----- any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Sub in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or the CVR Agreement Sub is a party or the consummation of the Transactions, other than (iA) compliance with and filings under the HSR Act, (B) the filing with the SEC of (Ax) the Offer Documents and (By) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, Agreement and the CVR Agreementother Transaction Agreements, the Offer, the Merger and the other Transactions, (iiC) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iiiD) compliance such filings as may be required in connection with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed taxes described in Section 7.08 and (ivE) such other items that ------------ as are set forth in Section 5.06 of the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.Disclosure Letter. ------------

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub CBS of this Agreement and the CVR each Ancillary Agreement do not, to which it is a party and the consummation of the Offer, the Merger CBS Contribution and the other Transactions transactions contemplated hereby and thereby and compliance by CBS with the terms hereof will not, and thereof do not conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under or result in the creation of any Lien upon any of the properties or assets of CBS or any of its subsidiaries under, any provision of (i) the organizational documents certificate of Parent, Merger Sub incorporation or by-laws of CBS or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent CBS or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Applicable Law applicable to Parent CBS or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent CBS Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent CBS or any of its Subsidiaries subsidiaries in connection with (A) the execution, delivery and performance of this Agreement or the CVR any Ancillary Agreement or the consummation of the Transactions, CBS Contribution or the other than (i) the filing with the SEC of (A) the Offer Documents transactions contemplated hereby and thereby or (B) such reports under the Exchange Act, as may be required in connection with this Agreement, conduct by the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing Company of the Certificate of Merger with Business following the secretary of Closing as conducted on the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectdate hereof.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement and the CVR Agreement do notAgreement, and the consummation of the Offertransactions contemplated hereby, do not and will not (i) breach any provision of any of the Merger and Governing Documents of Parent or any resolution adopted by Parent, (ii) breach any provision of any Applicable Law or Order applicable to Parent, or (iii) except as set forth in Schedule 7.2, require the Consent, notice or other Transactions and compliance with the terms hereof will notaction by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in any violation of, or default (with or without notice or lapse the acceleration of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectparty. (b) No Consent Consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, or permit fromnotification to, any Governmental Entity Person is required to on the part of Parent in connection with the execution and delivery of this Agreement, the compliance by Parent with any of the provisions hereof, the consummation of the transactions contemplated hereby or the taking by Parent of any other action contemplated hereby, other than (i) such filings and notices as may be obtained required by (A) any Applicable Laws, including any applicable federal or made by state securities or “blue sky” laws, including the filing with the SEC of a Form D, as required under Regulation D under the Securities Act, one or more Current Reports on Form 8-K with respect to Parent the transactions contemplated by this Agreement, and such other reports or any of its Subsidiaries filings as may be required under the Exchange Act and the Securities Act and the rules and regulations thereunder in connection with the execution, delivery and performance of Parent’s obligations under this Agreement or the CVR Agreement or the consummation of the TransactionsAgreement, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, NASDAQ Global Stock Market (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with or the rules and regulations of any national security exchange on which securities of Parent or the Company are listed thereof), and (ivii) such other items that the failure of authorizations, approvals, Orders, Permits or consents which to obtain if not obtained, or make notices, registrations, declarations or filings which if not made, would not reasonably be expected toexpected, individually or in the aggregate, have a to materially impair the ability of Parent Material Adverse Effectto consummate the transactions contemplated by this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement to which it is a party, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any Parent Subsidiary under, any provision of (i) the Parent Charter, Parent By-laws or the comparable charter or organizational documents of Parent, Merger Sub or any of Parent’s SubsidiariesParent Subsidiary, (ii) any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.3(b), any Judgment or Applicable Law applicable to Parent or any of its Subsidiaries Parent Subsidiary or their respective properties or assets, other thanassets except, in the case of clauses (ii) and (iii)) above, for any such items that would not reasonably be expected tothat, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No material Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or the CVR Agreement Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of DelawareLouisiana, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such filings as may be required in connection with transfers of property under applicable Environmental Laws, and (v) such other items that required solely by reason of the failure participation of which the Company (as opposed to obtain or make would not reasonably be expected to, individually or any third party) in the aggregate, have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The Except as set forth in Textmunication Disclosure Letter, the execution and delivery by each of Parent and Merger Sub Textmunication of this Agreement and the CVR Agreement do Agreement, does not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of 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 obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Textmunication under, any provision of (ia) the organizational documents of Parent, Merger Sub Textmunication Charter or any of Parent’s SubsidiariesTextmunication Bylaws, (iib) any material Contract to which Parent or any of its Subsidiaries Textmunication is a party or by which any of their respective its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 5.04(b4.05(b), any material Judgment or material Law applicable to Parent Textmunication or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iib) and (iii)c) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Textmunication Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Textmunication in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than the (i) the filing with the SEC of reports under Sections 13 and 15 of the Securities Exchange Act of 1934, as amended (A) the Offer Documents “Exchange Act”), and (Bii) such reports filings under the Exchange Actstate “blue sky” laws, as each may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger Agreement and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do does not, and the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or (solely with respect to clause (ii)) give rise to a right of termination, cancellation or acceleration of any obligation or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any provision of of: (i) the governing or organizational documents of Parent, Parent or Merger Sub or any of Parent’s Subsidiaries, Sub; (ii) any Contract to which any of Parent or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 5.04(b5.3(b), as of the date hereof, any Judgment Order, Law or Law Permit, in each case, applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofConsents of or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity Authority, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement its performance of its obligations hereunder or the consummation of the Merger and the other Transactions, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions”), (ii) the filing of the Certificate of Merger filings required in connection with the secretary of the State of Delaware, USFS Permits and (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected tomatters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the organizational documents Organizational Documents of Parent, Merger Sub or any of Parent’s Subsidiaries, (ii) any Parent Permit or any Contract to which Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.4(b) and Section 6.4(a), any Judgment or Law applicable to Parent or any of its the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Offer Documents Proxy Statement and (B) such reports under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate Articles of Merger with the secretary Secretary of State of the State of DelawareNevada and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, (iiiiv) compliance with the rules and regulations applicable requirements under the NISPOM, (v) compliance with the applicable requirements under ITAR, (vi) compliance with the applicable requirements of any national security exchange on which securities of Parent or the Company are listed Governmental Entity Acquisition Systems and (ivvii) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement and the CVR Agreement do not, other Transaction Documents by the Company and the consummation by the Company of the Offertransactions contemplated hereby and thereby (including, without limitation, the Merger issuance of the Securities and the other Transactions issuance and compliance with reservation for issuance of the terms hereof Underlying Common Shares) will notnot (i) result in a violation of the Certificate of Incorporation or Bylaws, (ii) conflict with, or result in any violation of, or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give to others any provision rights of termination, amendment (i) including, without limitation, the organizational documents triggering of Parentany anti-dilution provisions), Merger Sub acceleration or cancellation of, any of Parent’s Subsidiariesagreement, (ii) any Contract indenture or instrument to which Parent the Company or any of its Subsidiaries is party or by which any of their respective properties or assets is bound a party, or (iii) assuming the receipt of the Nasdaq Listing Department’s approval of the Company’s Supplemental Listing Application with respect to the Securities (other than the Note), subject to stockholder approval (to the filings and other matters referred to in Section 5.04(bextent stockholder approval is contemplated herein), result in a violation of any Judgment law, rule, regulation, order, judgment or Law decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to Parent the Company or any of its Subsidiaries or their respective properties by which any property or assetsasset of the Company or any of its Subsidiaries is bound or affected (except, other than, in the case of with respect to clauses (ii) and (iii), any for such items conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not reasonably be expected tonot, individually or in the aggregate, have a Parent Material Adverse Effect. ). Except (bv) No Consent offor Listing Department approval of the Supplemental Listing Application, or registration, declaration or filing with, or permit from, any Governmental Entity is (w) as may be required to be obtained or made by or with respect to Parent or any of its Subsidiaries under the Securities Act in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or Company’s obligations under the consummation of the TransactionsRegistration Rights Agreement, other than (ix) for the filing of a Form D with the SEC of SEC, (Ay) the Offer Documents and (B) such reports under the Exchange Act, as may be required for compliance with applicable state securities or “blue sky” laws, or (z) as otherwise set forth in connection with this AgreementSection 3(e) of the Disclosure Schedule, the CVR AgreementCompany is not required to obtain any consent, the Offerapproval, the Merger authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute and deliver this Agreement or any of the other Transactions, (ii) the filing Transaction Documents or perform any of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent its obligations hereunder or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectthereunder.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub the Partnership Parties of this Agreement and the CVR Agreement do notAgreement, and the consummation of the Offertransactions contemplated hereby, do not (assuming Partnership Unitholder Approval is obtained): (i) violate or conflict with any provision of the Merger and Organizational Documents of any of the other Transactions and compliance with Partnership Entities; (ii) violate any applicable Law binding on any of the terms hereof will notPartnership Entities; (iii) violate, conflict with, or result in any violation a breach of, constitute (with due notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration (with or without the giving of notice or lapse the passage of time, time or both) under, or require any provision of (i) the organizational documents of Parent, Merger Sub or consent under any of Parent’s Subsidiariesthe terms, (ii) conditions or provisions of any Material Contract to which Parent or any of its Subsidiaries a Partnership Entity is a party or by which any of their respective Partnership Entity is bound or to which any Partnership Entity’s properties or assets is bound are subject; or (iiiiv) subject to result in the filings and creation or imposition of any Encumbrance (other matters referred to than any Permitted Encumbrance or Encumbrances arising under or in Section 5.04(b), any Judgment or Law applicable to Parent or connection with the ▇▇▇▇▇▇▇ Credit Agreement) upon any of its Subsidiaries or their respective the properties or assets, other thanassets of any of the Partnership Entities; except, in the case of clauses (ii) and ), (iii), and (iv) for any such items matter that would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Parent Partnership Material Adverse Effect. (b) No Consent ofExcept (i) as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (iii) (a) (x) the filing with the SEC of (A) the Offer Documents and (B) such registrations, reports or other actions under the Exchange Act, Act and Securities Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionstransactions contemplated hereby and (y) any filing in respect of the Merger applicable under state “blue sky” or similar securities Laws, (iib) the filing of the Certificate of Merger with the secretary Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Partnership is qualified to do business, (iiic) compliance with such filings as may be required under the rules and regulations of the NYSE for any filings required for compliance with any applicable requirements of the federal securities Laws, any applicable state or local securities Laws and any applicable requirements of a national security exchange on which securities of Parent or the Company are listed exchange, and (ivd) any consent, approval, waiver, authorization, declaration, filing, registration or qualification as has been waived, made or obtained or with respect to which the time for asserting such other items that right has expired, neither the failure execution and delivery by the Partnership Parties of which to obtain this Agreement nor either Partnership Party’s performance of its obligations hereunder, requires the consent, approval, waiver or make would not reasonably be expected toauthorization of, individually or in the aggregatedeclaration, have a Parent Material Adverse Effectfiling, registration or qualification with, any Governmental Authority by either Partnership Party.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do does not, and the performance by each of Parent and Merger Sub of its covenants, agreements and other obligations hereunder and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of 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 obligation or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any provision of of: (i) the governing or organizational documents of Parent, Parent or Merger Sub or any of Parent’s Subsidiaries, Sub; (ii) any Contract to which any of Parent or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 5.04(b)5.3(b) any Order, any Judgment Law or Law Permit, in each case, applicable to Parent or any of its Subsidiaries Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items matters that have not had and would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) No Consent ofConsents of or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity Authority, is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement its performance of its obligations hereunder or the consummation of the Merger and the other Transactions, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the rules and regulations of the Tokyo Stock Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, Nagoya Stock Exchange; (ii) compliance with and filings under the filing ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the Certificate of Merger with the secretary of the State of Delaware, “HSR Act”); (iii) compliance with and filings under Regulatory Laws in the rules Republic of Korea and regulations of any national security exchange on which securities of Parent or the Company are listed Turkey; and (iv) such other items matters that the failure of which to obtain or make have not had and would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of of: (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiaries, subsidiaries; (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than than: (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, ; (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, ; (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed listed; and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement Agreement, do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, not conflict with, with or result in any violation of any provision of, or default (cause an event that, with or without notice or lapse of time, time or both) under, any provision of could become a violation of, (i) the Parent Memorandum of Association, the Parent Articles or the comparable charter or organizational documents of Parent, Merger Sub or any of Parent’s SubsidiariesSub, (ii) any Contract to which Parent or any of its Subsidiaries Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.05(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, Sub other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and are not reasonably expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under (A) the HSR Act, (B) the Monopoly Regulation and Fair Trade Act of South Korea, (C) the Fair Trade Act of Taiwan, (D) the Act Concerning Prohibition of Private Monopolization and Maintenance of Fair Trade (Law No. 54 of 1947) of Japan, and (E) as applicable, the Regulation of the Merger and Acquisition of Domestic Enterprises by Foreign Investors of the People’s Republic of China and the Anti-Monopoly Law of the People’s Republic of China, (ii) compliance with and legally required filings under any Defense Review Laws, (iii) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiv) the filing of the Certificate of Merger Filing with the secretary Secretary of State of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed California and (ivv) such other items (A) that may be required under the failure applicable Law of which any foreign country (other than Israel), (B) required (x) solely by reason of the participation of the Company (as opposed to obtain any third party) in the Transactions or make would not reasonably be expected to(y) as a result of the actions taken pursuant to Sections 6.05(a)(i) and 6.05(a)(ii) or (C) that, individually or in the aggregate, have not had and are not reasonably expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent the Partnership and Merger Sub the Partnership GP of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Partnership, the Partnership GP or the Partnership’s Subsidiaries under, any provision of (i) assuming the organizational documents of ParentPartnership Unitholder Approval is obtained, Merger Sub the Partnership Organizational Documents or any of Parent’s Subsidiariesthe Partnership Subsidiary Documents, (ii) except with respect to the Existing Partnership Credit Facility, any Contract to which Parent the Partnership or any Subsidiary of its Subsidiaries the Partnership is a party or by which they or any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.4(b), any Judgment or Law applicable to Parent the Partnership or any of its the Partnership’s Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Partnership Material Adverse Effect (it being agreed that for purposes of this Section 4.4(a), clause (G) of the definition of the term “Partnership Material Adverse Effect” (solely with respect to Proceedings) shall not be excluded in determining whether a Partnership Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No Consent consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent the Partnership or any of its Subsidiaries Subsidiary thereof in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactionstransactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if any, (ii) (A) the filing with the SEC of (A) the Offer Documents and (B) such registrations, reports or other actions under the Exchange Act, Act and Securities Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including the filing of the Partnership Information Statement, and (B) any filing in respect of the Merger applicable under state “blue sky” or similar securities Laws, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Partnership is qualified to do business, (iiiiv) compliance with such filings as may be required under the rules and regulations of any national security exchange on which securities of Parent or the Company are listed NYSE and (ivv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Partnership Material Adverse Effect (it being agreed that for purposes of this Section 4.4(b), clause (G) of the definition of the term “Partnership Material Adverse Effect” (solely with respect to Proceedings) shall not be excluded in determining whether a Partnership Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub Purchaser of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or --------------- Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, subject in the case of clauses (ii) and (iii)) above, any for such items that would not reasonably be expected tomatters as, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on (A) the ability of Parent or Purchaser to perform its obligations under this Agreement or (B) the ability of Parent or Purchaser to consummate the Offer, the Merger and the other Transactions (any of the foregoing, a "Parent Material Adverse Effect."). ------------------------------- (b) No Consent of, or registration, declaration or filing with, or permit fromnotice to, or Permit from any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance such filings as may be required in connection with the rules and regulations of any national security exchange on which Taxes described in Section 6.08, (iv) filings under state ------------ securities of Parent or the Company are listed Laws, and (ivv) such other items that the failure of which to obtain or make would not reasonably be expected toas, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, subject in the case of clauses (ii) and (iii)) above, any for such items that would not reasonably be expected tomatters as, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on (a) the ability of Parent or Sub to perform its obligations under this Agreement or (b) the ability of Parent or Sub to consummate the Offer, the Merger and the other Transactions (any of the foregoing, a "Parent Material Adverse Effect"). (b) No Consent of, or registration, declaration or filing with, or permit fromnotice to, or Permit from any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate Articles of Merger with the secretary Secretary of State of the State of DelawareWashington, (iii) compliance such filings as may be required in connection with the rules Taxes described in Section 6.09, (iv) filings under state securities Laws, (v) such filings and regulations of approvals as may be required by any national security exchange on which securities of Parent foreign premerger notification, securities, corporate or the Company are listed other law and (ivvi) such other items that the failure of which to obtain or make would not reasonably be expected toas, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof 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, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any provision of (i) the organizational documents of Parent, Parent or Merger Sub or any of Parent’s SubsidiariesSub, (ii) any Contract material Contractual Obligation, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument to which Parent or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b3.4(b), any Judgment judgment, decree or order of any court or administrative agency or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than except (i) compliance with and filings under the HSR Act and any other Merger Control Laws, (ii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed Delaware and (iv) such other items that the failure of which to obtain be obtained or make made would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub Purchaser of this Agreement and the CVR Agreement do other Transaction Documents to which it is a party does not and will not, and the consummation by Purchaser of the Offer, the Merger Transaction and the other Transactions transactions contemplated hereby and thereby and compliance by Purchaser with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, require any consent or other action by any Person, or give rise to a right of termination, cancellation or acceleration of any right or obligation or any loss of any benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser or any of its Subsidiaries under, any provision of (ia) the organizational documents Organizational Documents of ParentPurchaser, Merger Sub (b) any Judgment or any of Parent’s Law applicable to Purchaser or its Subsidiaries, or the properties or assets of Purchaser or its Subsidiaries or (iic) any Contract pursuant to which Parent Purchaser or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject a party, except, with respect to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of foregoing clauses (iib) and (iiic), for any such items that would not reasonably be expected toto have, individually or in the aggregate, have a Parent Purchaser Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, Approval of any Governmental Entity is required to be obtained or made by or with respect to Parent Purchaser or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement other Transaction Documents or the consummation of the TransactionsTransaction and the other transactions contemplated hereby and thereby, other than (iin respect of Antitrust Laws set forth on Section 3.4(i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of DelawareSeller Disclosure Schedules and those that, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent if not obtained, made or the Company are listed and (iv) such other items that the failure of which to obtain or make given, would not reasonably be expected to, individually or to result in the aggregate, have a Parent Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub CBS of this Agreement and the CVR each Ancillary Agreement do not, to which it is a party and the consummation of the Offer, the Merger CBS Contribution and the other Transactions transactions contemplated hereby and thereby and compliance with by CBS wit the terms hereof will not, and thereof do not conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under or result in the creation of any Lien upon any of the properties or assets of CBS or any of its subsidiaries under, any provision of (i) the organizational documents certificate of Parent, Merger Sub incorporation or by-laws of CBS or any of Parent’s Subsidiariesits subsidiaries, (ii) any Contract to which Parent CBS or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Applicable Law applicable to Parent CBS or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent CBS Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent CBS or any of its Subsidiaries subsidiaries in connection with (A) the execution, delivery and performance of this Agreement or the CVR any Ancillary Agreement or the consummation of the Transactions, CBS Contribution or the other than (i) the filing with the SEC of (A) the Offer Documents transactions contemplated hereby and thereby or (B) such reports under the Exchange Act, as may be required in connection with this Agreement, conduct by the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing Company of the Certificate of Merger with Business following the secretary of Closing as conducted on the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectdate hereof.

No Conflicts; Consents. Except as set forth in Section 6.3 of the Holdco/Ikaria Disclosure Schedule, none of (a1) The the execution and delivery by each of Parent and Merger Sub Ikaria of this Agreement, (2) the execution and delivery by Ikaria of any Ancillary Agreement and the CVR Agreement do notto which it is specified to be a party, and (3) the consummation of the Offertransactions contemplated hereby and thereby, the Merger and the other Transactions and (4) compliance by Ikaria with the terms hereof and of any Ancillary Agreement to which it is specified to be a party, will not, conflict with, or result in any breach, violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation under, or result in the creation of any Lien upon any of the properties or assets of Ikaria under (a) any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariesits Governing Documents, (iib) any Contract to which Parent or any of its Subsidiaries Ikaria is a party or by which any of their respective it or its properties or assets is are bound or (iiic) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Applicable Law applicable to Parent Ikaria or any of its Subsidiaries or their respective Ikaria’s properties or assets, other than, in the case of clauses (iib) and (iii)c) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. (b) Effect on Ikaria. No Consent material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Ikaria in connection with the execution, delivery and performance of this Agreement or the CVR any Ancillary Agreement to which it is specified to be a party or the consummation of the TransactionsAcquisition or the other transactions contemplated hereby and thereby, other than (i) the filing compliance with the SEC of (A) the Offer Documents and (B) such reports filings under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger HSR Act and the other Transactions, Applicable Competition Laws and (ii) the filing those set forth in Section 6.3(ii) of the Certificate of Merger with Holdco/Ikaria Disclosure Schedule. In making this representation, Ikaria is relying on the secretary accuracy of the State representations of Delaware, (iiix) compliance with each of the rules Seller and regulations Seller Guarantor in Section 3.3 of any national security exchange on which securities of Parent or the Company are listed this Agreement and (ivy) such other items that the failure Seller in Section 4.3 of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectthis Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement (and in the case of Parent, the CVR Agreement Agreement) do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that have not had, and would not reasonably be expected toto have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the applicable requirements of Foreign Antitrust Laws, (iii) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (iiiv) the filing of the Certificate of Merger with the secretary Secretary of the State of Delaware, (iiiv) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (ivvi) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent Parent, Holdco Parent, Holdco and Merger Sub of this Agreement and the CVR Agreement other Parent-Sub Documents (as applicable), do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amendment or acceleration under, require a consent or waiver under, require the payment of a penalty or increased fees or the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) under, or give rise to any Liabilities with respect to, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any Material Contract or Permit to which Parent Parent, Holdco Parent, Holdco or any of its Subsidiaries Sub is a party or by which any of their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 5.04(b4.04(b), any Judgment or Law applicable to Parent Parent, Holdco Parent, Holdco or any of its Subsidiaries Sub or their respective properties or assets, other than, in the case of clauses (ii) ), and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent consent, approval, license, Permit, Judgment, certificate or other authorization of, or registration, declaration or filing with, with or permit fromnotice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, Transactions other than (i) the filing with and recordation of appropriate merger documents as required by the SEC of (A) the Offer Documents DGCL, and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected tothat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of the Parent and Merger Sub Parties of this Agreement and the CVR Agreement do not, and the consummation of the Offertransactions contemplated hereby, the Merger do not and the other Transactions and compliance with the terms hereof will not, : (i) violate or conflict with, or result in require the consent of any violation of, or default Person (with or without notice or lapse other than any consents obtained prior to the date of time, or boththis Agreement) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parenteither Parent Party’s Subsidiaries, Organizational Documents; (ii) violate or conflict with any Contract to which applicable Law binding on either Parent Party or any of its Subsidiaries is party or by which any of their respective properties or assets assets; (iii) violate, result in the loss of any benefit under or a breach of, constitute (with due notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration (with or without the giving of notice or the passage of time or both) under, or require any consent, notice or any other action under any of the terms, conditions or provisions of any Contract to which a Parent Party is a party or by which a Parent Party is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or which any of its Subsidiaries properties or their respective assets are subject; (iv) result in the creation or imposition of any Encumbrance upon either Parent Party’s properties or assets; or (v) result in the cancellation, other thanmodification, revocation or suspension of any permit of a Parent Party except, in the case of clauses (ii) and through (iiiv), for any such items matter that has not had and would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofExcept (i) as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (iii) (a) (x) the filing with the SEC of (A) the Offer Documents and (B) such registrations, reports or other actions under the Exchange Act, Act as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactionstransactions contemplated hereby and (y) any filing in respect of the Merger applicable under state “blue sky” or similar securities Laws, (iib) the filing of the Certificate of Merger with the secretary Secretary of State of the State of Delaware, and (iiic) compliance with such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement, the Merger and the other transactions contemplated hereby, neither the execution and delivery by the Parent Parties of this Agreement nor either Parent Party’s performance of its obligations hereunder, requires the consent, approval, waiver or authorization of, or declaration, filing, notice, registration or qualification with, any national security exchange on which securities of Governmental Authority by either Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse EffectParty.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each Purchaser Entity of Parent and Merger Sub of this each Transaction Agreement and the CVR Agreement do notto which it is or will be a party, and the consummation of the Offer, the Merger Transactions and the other Transactions and compliance by the Purchaser Entities with the terms hereof thereof will not, not conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any provision obligation or to loss of a material benefit under, (i) the organizational documents of Parentthe Purchaser Entities or (ii) assuming that the Consents referred to in Section 4.03(b) are obtained prior to the Closing Date and the registrations, Merger Sub declarations and filings referred to in Section 4.03(b) are made and any waiting periods thereunder have terminated or any of Parent’s Subsidiariesexpired prior to the Closing Date, (iiA) any Contract to which Parent or any of its Subsidiaries Purchaser Entity is a party or by which any of their respective properties or assets is bound or (iiiB) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or applicable Law applicable to Parent or any of its Subsidiaries the Purchaser Entities or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii)above, any such items that would not reasonably be expected tothat, individually or in the aggregate, would not reasonably be expected to have a Parent Purchaser Material Adverse Effect. (b) No As of the date of this Agreement, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries each Purchaser Entity in connection with the execution, delivery and performance of this Agreement or any of the CVR Agreement other Transaction Agreements or the consummation of the Transactions, other than (i) filings required under, and compliance with other applicable requirements of the filing with the SEC of (A) the Offer Documents HSR Act or any other Antitrust Laws, and (Bii) such reports under the Exchange Act, as those that may be required in connection with this Agreement, by reason of the CVR Agreement, the Offer, the Merger participation of Seller and the other Transactions, (ii) the filing Transferred Company or any Business Group Member or any of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or their respective Affiliates in the aggregate, have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of GrafTech, Parent and Merger Sub of this Agreement and the CVR Agreement do not, other Transaction Agreements to which it is a party and the consummation by GrafTech, Parent and Merger Sub of the Offer, the Merger transactions contemplated hereby and the other Transactions and compliance with the terms hereof thereby will not: (a) contravene, conflict with, with or result in any violation of, or default (with or without notice or lapse breach of time, or both) under, any provision of (i) the charter or organizational documents of ParentGrafTech, Parent or Merger Sub; (b) contravene, conflict with or result in a violation or breach of any applicable Law or Order by which any of GrafTech, Parent or Merger Sub or any of Parent’s Subsidiariesits respective assets or properties is bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with, any Governmental Authority on or before the Closing Date except as set forth on Section 5.06 of the GrafTech Disclosure Schedule or in Article VI hereof; or (iid) result in a violation or breach of, constitute a default under, or result in the creation of any Contract encumbrance upon any of the properties or assets of GrafTech, Parent or Merger Sub under, any of the terms, conditions or provisions of, or require the consent of any Person that is a party to, any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which GrafTech, Parent or Merger Sub is a party, or by which it or any of its Subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to may be bound, excluding from the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of foregoing clauses (iic) and (iii)d) those permits, any such items that consents, approvals and notices the absence of which, and those violations, breaches, defaults or encumbrances the existence of which, would not reasonably be expected tonot, individually or in the aggregate, be expected to have a Parent Material Adverse Effect. Effect on GrafTech and excluding from the foregoing clause (bd) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent encumbrances arising under the Existing Facility or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effectsuccessor thereto.

No Conflicts; Consents. (a) The execution and delivery by each Parent of Parent and Merger Sub of this Agreement and the CVR Agreement Transaction Agreements, do not, and the consummation of the Offer, the Merger Exchange and the other Transactions to which it is a party and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Merger Sub Parent or any of Parent’s Subsidiariesits subsidiaries, (ii) any material Contract to which Parent or any of its Subsidiaries subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b4.03(b), any material Judgment or material Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii)) above, any such items that would not reasonably be expected tothat, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on Parent, on the ability of Parent to perform its obligations under the Transaction Agreements or on the ability of Parent to consummate the Exchange and the other Transactions to which it is a party (a “Parent Material Adverse Effect”). (b) No material Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement Transaction Agreements or the consummation of the TransactionsTransactions to which it is a party, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under Section 13 of the Exchange Act, as may be required in connection with this Agreementthe Transaction Agreements, the CVR Agreement, the Offer, the Merger Exchange and the other Transactions, (ii) the filing of the Certificate Articles of Merger Exchange with the secretary Secretary of State of the State of DelawareTexas and any statement relating thereto that may be appropriate under Article 10.03A(3) of the BCA, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and such filings as may be required under applicable Environmental Laws, (iv) such filings as may be required in connection with the taxes described in Section 6.11, and (v) such other items that required solely by reason of the failure participation of which the Company (as opposed to obtain or make would not reasonably be expected to, individually or any third party) in the aggregate, have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of Parent, Merger Sub or any of Parent’s Subsidiariessubsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries subsidiaries is party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b), any Judgment or Law applicable to Parent or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such items that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries subsidiaries in connection with the execution, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, the CVR Agreement, the Offer, the Merger and the other Transactions, (ii) the filing of the Certificate of Merger with the secretary Secretary of the State of Delaware, (iii) compliance with the rules and regulations of any national security exchange on which securities of Parent or the Company are listed and (iv) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub Subsidiary of this Agreement and the CVR Agreement do not, and the consummation by each of Parent and Merger Subsidiary of the Offer, the Merger and the other Transactions and compliance with the terms hereof transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, any provision of (i) violate the organizational documents provisions of Parent, the articles of incorporation or by-laws of Parent or the articles of organization or limited liability company agreement of Merger Sub or any of Parent’s SubsidiariesSubsidiary, (ii) violate any Contract to which either of Parent or any of its Subsidiaries Merger Subsidiary is a party or by which any of their respective properties it or its assets is bound or bound, (iii) subject to Parent's knowledge, assuming compliance by each of Parent and Merger Subsidiary with the filings and other matters referred to in Section 5.04(b5.5(b), violate any Judgment order, writ, injunction, decree, or Law applicable to either Parent or Merger Subsidiary on the date hereof, or (iv) result in the creation of any Liens upon any of its Subsidiaries the assets owned or their respective properties used by either of Parent or assetsMerger Subsidiary, other than, except in the case of clauses (ii) and ), (iii), any ) or (iv) where such items that violation or Lien would not reasonably be expected tonot, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent consent, waiver, approval, authorization, order of, or registration, declaration or filing with, or permit from, notice to any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries Merger Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or the CVR Agreement or the consummation of the TransactionsMerger or the other transactions contemplated hereby, other than except for such authorizations, consents, waivers, approvals, orders, registrations, declarations, filings and notices (i) the filing with the SEC of (A) the Offer Documents and (B) such reports under the Exchange Act, as may be required in connection with this Agreement, under the CVR Agreement, the Offer, the Merger DGCL and the other TransactionsMLLCA, (ii) as may be required under the filing of the Certificate of Merger with the secretary of the State of DelawareHSR Act, (iii) compliance with as required under the rules and regulations of any national security exchange on which securities of Parent Securities Laws, or the Company are listed and (iv) such other items that the failure of which to obtain or make which would not reasonably be expected tonot, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and the CVR Agreement do does not, and the consummation of any of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of (ii)(A) the Parent Charter Documents or (B) the comparable charter or organizational documents of Parent, Merger Sub or any Subsidiary of Parent’s Subsidiaries, (ii) any Contract to which Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.04(b5.5(b), any Judgment or material Law applicable to Parent or any of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (i)(B), (ii) and or (iii)) above, any such items that have not had and would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse EffectEffect on Parent. (b) No Consent The execution and delivery of this Agreement by Parent and Merger Sub does not and the consummation of the Transactions do not, and the performance of this Agreement and the Transactions by Parent and Merger Sub shall not, require any consent, approval, authorization or permit of, or registration, declaration filing with or filing with, or permit fromnotification to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the executionthird party, delivery and performance of this Agreement or the CVR Agreement or the consummation of the Transactions, other than except (i) for applicable requirements, if any, of the filing with the SEC of (A) the Offer Documents and (B) such reports under Securities Act, the Exchange Act, as may be required in connection with this AgreementBlue Sky Laws, the CVR AgreementHSR Act, the Offerrequirements of any Governmental Entity under applicable competition, antitrust or non-United States investment Laws, the Merger rules and the other Transactionsregulations of Nasdaq, (ii) the filing of the Certificate of Merger in accordance with the secretary Section 264 of the State DGCL and Section 18-209 of Delawarethe DLLCA and such other filings, (iii) compliance with notices, permits, authorizations, consents or approvals as may be required by reason of the rules and regulations status of any national security exchange on which securities of Parent Parent, Merger Sub or the Company are listed their Affiliates, and (ivii) such other items that where the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to, individually or in the aggregate, to have a Parent Material Adverse EffectEffect on Parent.