Common use of No Conflicts or Violations Clause in Contracts

No Conflicts or Violations. The execution and delivery of this Agreement by Citizens do not, and the performance by Citizens and Designated Subsidiary of their respective obligations under this Agreement will not, subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof: (a) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated Subsidiary; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles of Incorporation or by-laws of Citizens or the Articles of Incorporation or by-laws of Designated Subsidiary; (c) result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary is a party or by which any of their respective Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; or (e) require Citizens or Designated Subsidiary to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereof, or [ii] those that the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement.

No Conflicts or Violations. The execution and delivery of this Agreement by Citizens the Buyer do not, and the performance by Citizens and Designated Subsidiary the Buyer of their respective its obligations under this Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS SECTION 6.1 AND 6.2 hereof: (a) , violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated Subsidiarythe Buyer; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles articles of Incorporation incorporation or by-laws Bylaws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiaryBuyer; (c) result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary the Buyer or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary the Buyer to perform their respective its obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary the Buyer is a party or by which any of their respective its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary the Buyer to perform their respective its obligations under this Agreement; or (e) require Citizens or Designated Subsidiary the Buyer to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS SECTION 6.1 OR 6.2 hereofor SECTION 7.11, as disclosed in writing to the Seller, or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary the Buyer to perform their respective its obligations under this Agreement.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by Citizens SMC do not, and the performance by Citizens and Designated Subsidiary SMC of their respective its obligations under this Merger Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof: (a) ARTICLE X of this Merger Agreement, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated SubsidiarySMC; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles articles of Incorporation incorporation or by-laws Bylaws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiarySMC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary SMC or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of Citizens or Designated Subsidiary SMC to perform their respective its obligations under this Merger Agreement; (d) except as disclosed in writing to Savers, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary SMC is a party or by which any of their respective its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of Citizens or Designated Subsidiary SMC to perform their respective its obligations under this Merger Agreement; or (e) require Citizens or Designated Subsidiary SMC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereofARTICLES X and XI of this Merger Agreement, as disclosed in writing to Savers, or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of Citizens or Designated Subsidiary SMC to perform their respective its obligations under this Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Agreement by Citizens do Chaswil does not, and the performance by Citizens and Designated Subsidiary Chaswil of their respective its obligations under this Agreement will not, subject to obtaining the approvals contemplated by SECTIONS 5.1 AND 5.2 and SECTIONS 6.1 AND 6.2 hereof: (a) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens Chaswil or Designated SubsidiaryUnited except for such violations that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement, on the ability of Chaswil to perform its obligations under this Agreement, or on the Business or Condition of United; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, conditions or provisions of the Articles articles of Incorporation incorporation or by-laws code of Citizens regulations of Chaswil or the Articles of Incorporation or by-laws of Designated SubsidiaryUnited; (c) result in the creation or imposition of any Lien upon Citizens Chaswil, or Designated Subsidiary United or any of their respective United's Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Agreement, on the ability of Citizens or Designated Subsidiary Chaswil to perform their respective its obligations under this Agreement, or on the Business or Condition of United; (d) except as disclosed in SECTION 3.6(D) OF THE DISCLOSURE SCHEDULE, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens Chaswil or Designated Subsidiary United is a party or and by which any of their respective Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Agreement, on the ability of Citizens or Designated Subsidiary Chaswil to perform their respective its obligations under this Agreement, or on the Business or Condition of United; or (e) require Citizens Chaswil or Designated Subsidiary United to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereof, or [ii] other than those that which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Agreement, on the ability of Citizens or Designated Subsidiary Chaswil to perform their respective its obligations under this Agreement, or on the Business or Condition of United.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by Citizens do Savers does not, and the performance by Citizens and Designated Subsidiary Savers of their respective its obligations under this Merger Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 SECTION 4.5(E) of the Disclosure Schedule hereof: (a) , violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated SubsidiarySavers; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles of Incorporation or by-laws Bylaws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiarySavers; (c) result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary Savers or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Merger Agreement, on the ability of Citizens or Designated Subsidiary Savers to perform their respective its obligations under this Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary Savers is a party or by which any of their respective its Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Merger Agreement, on the ability of Citizens or Designated Subsidiary Savers to perform their respective its obligations under this Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; or (e) require Citizens or Designated Subsidiary Savers to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [except: (i] ) as contemplated disclosed in SECTIONS 6.1 OR 6.2 hereof, SECTION 4.5(E) of the Disclosure Schedule; or [(ii] ) those that which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Agreement or Merger Agreement, on the ability of Citizens or Designated Subsidiary Savers to perform their respective its obligations under this Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by Citizens SMC do not, and the performance by Citizens and Designated Subsidiary SMC of their respective its obligations under this Amended and Restated Merger Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof: (a) ARTICLE IX of this Amended and Restated Merger Agreement, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated SubsidiarySMC; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles articles of Incorporation incorporation or by-laws Bylaws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiarySMC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary SMC or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of Citizens or Designated Subsidiary SMC to perform their respective its obligations under this Amended and Restated Merger Agreement; (d) except as disclosed in writing to Savers, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary SMC is a party or by which any of their respective its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of Citizens or Designated Subsidiary SMC to perform their respective its obligations under this Amended and Restated Merger Agreement; or (e) require Citizens or Designated Subsidiary SMC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereofARTICLES IX and X of this Amended and Restated Merger Agreement, as disclosed in writing to Savers, or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of Citizens or Designated Subsidiary SMC to perform their respective its obligations under this Amended and Restated Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by Citizens SAC do not, and the performance by Citizens and Designated Subsidiary SAC of their respective its obligations under this Merger Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof:ARTICLES X and XI of this Merger Agreement, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (ab) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated Subsidiary; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles of Incorporation or by-laws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiarySAC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary SAC or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of Citizens or Designated Subsidiary SAC to perform their respective its obligations under this Merger Agreement; (d) except as disclosed in writing to Savers, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, acceleration or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary SAC is a party or by which any of their respective its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaultsdefaults or rights, or rights individually or in the aggregate aggregate, have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of Citizens or Designated Subsidiary SAC to perform their respective its obligations under this Merger Agreement; or (e) require Citizens or Designated Subsidiary SAC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereofARTICLES X and XI of this Merger Agreement, as disclosed in writing to Savers, or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of Citizens or Designated Subsidiary SAC to perform their respective its obligations under this Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Agreement by Citizens do not, Sellers and Embarcadero and the performance by Citizens Sellers and Designated Subsidiary Embarcadero of their respective obligations under this Agreement hereunder will not, : (i) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof: (a) Sections 5.1 and 6.1, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order Governmental Order applicable to Citizens any Company or Designated Subsidiaryits assets or properties or any Governmental Permit or Insurance License held by any Company, except for violations of Law or Governmental Permits that are not reasonably expected, individually or in the aggregate, to have an Embarcadero Material Adverse Effect; (bii) conflict with or result in a violation or breach of, of any provision of the Organizational Documents of any Company; (iii) conflict with or result in a violation or breach of or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditionsdefault, or provisions of the Articles of Incorporation or by-laws of Citizens or the Articles of Incorporation or by-laws of Designated Subsidiary; (c) result in the creation or imposition acceleration of any Lien upon Citizens obligation or Designated Subsidiary or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, under any Contract to which Citizens or Designated Subsidiary any Company is a party or by which any asset or property of their respective Assets and Properties may be bound and as to which any Company is bound, except for such conflicts, violations, breaches, defaults, accelerations or rights terminations which are not reasonably expected, individually or in the aggregate have or would reasonably be expected aggregate, to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; oran Embarcadero Material Adverse Effect; (eiv) require Citizens or Designated Subsidiary any Company to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Person Person, except [i] as contemplated for such consents, approvals, authorizations, actions, filings or notices that will be obtained, made or given prior to, and be in SECTIONS 6.1 OR 6.2 hereoffull force and effect on, the Closing Date or [ii] those that the failure of which to obtain, make, make or give are not reasonably expected, individually or in the aggregate with other such failures has not or would not reasonably be expected aggregate, to have a an Embarcadero Material Adverse Effect; or (v) result in the creation or imposition of any Lien upon the outstanding shares of capital stock or other equity interests of any Embarcadero Subsidiary or any of the material adverse effect assets or properties of any Company (other than Purchaser Liens), except for Liens on the validity shares of capital stock of Great Western or enforceability of this Agreement Redhorse or on the ability material assets or properties (other than the shares of Citizens capital stock of Majestic) of any Company that are not reasonably expected, individually or Designated Subsidiary in the aggregate, to perform their respective obligations under this Agreementhave an Embarcadero Material Adverse Effect.

No Conflicts or Violations. The execution and delivery of this Agreement by Citizens do notPurchaser and Parent, the execution and delivery of the Escrow Agreement by Purchaser and the performance by Citizens Purchaser and Designated Subsidiary Parent of their respective obligations under this Agreement and the Escrow Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof: (a) Sections 5.1 and 6.1, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order Governmental Order applicable to Citizens Parent or Designated any Parent Subsidiary or their respective assets or properties or any Governmental Permit or Insurance License held by Parent or any Parent Subsidiary, except for such violations that are not reasonably expected, individually or in the aggregate, to have a Parent Material Adverse Effect; (b) conflict with or result in a violation or breach of, of any provision of the Organizational Documents of Parent or any Parent Subsidiary; (c) conflict with or result in a violation or breach of or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditionsdefault, or provisions of the Articles of Incorporation or by-laws of Citizens or the Articles of Incorporation or by-laws of Designated Subsidiary; (c) result in the creation or imposition acceleration of any Lien upon Citizens obligation or Designated Subsidiary or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, under any material Contract to which Citizens Parent or Designated any Parent Subsidiary is a party or by which any of their respective Assets and Properties may be bound and as to which any assets or properties is bound, except for such conflicts, violations, breaches, defaults, accelerations or rights terminations which are not reasonably expected, individually or in the aggregate have or would reasonably be expected aggregate, to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this AgreementParent Material Adverse Effect; or (ed) require Citizens Parent or Designated any Parent Subsidiary to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Person Person, except [i] as contemplated for such consents, approvals, authorizations, actions, filings or notices that will be obtained, made or given prior to, and be in SECTIONS 6.1 OR 6.2 hereof, full force and effect on the Closing Date or [ii] those that the failure of which to obtain, make, make or give are not reasonably expected, individually or in the aggregate with other such failures has not or would not reasonably be expected aggregate, to have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this AgreementParent Material Adverse Effect.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by Citizens do Savers does not, and the performance by Citizens and Designated Subsidiary Savers of their respective its obligations under this Amended and Restated Merger Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 SECTION 3.5(E) of the Disclosure Schedule hereof: (a) , violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated SubsidiarySavers; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles of Incorporation or by-laws Bylaws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiarySavers; (c) result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary Savers or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Amended and Restated Merger Agreement, on the ability of Citizens or Designated Subsidiary Savers to perform their respective its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary Savers is a party or by which any of their respective its Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Amended and Restated Merger Agreement, on the ability of Citizens or Designated Subsidiary Savers to perform their respective its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; or (e) require Citizens or Designated Subsidiary Savers to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [except: (i] ) as contemplated disclosed in SECTIONS 6.1 OR 6.2 hereof, SECTION 3.5(E) of the Disclosure Schedule; or [(ii] ) those that which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Agreement or Amended and Restated Merger Agreement, on the ability of Citizens or Designated Subsidiary Savers to perform their respective its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation.

No Conflicts or Violations. The Subject to the items set forth in Section 4.6 of the Disclosure Schedule the execution and delivery of this Agreement by Citizens do Delta does not, and the performance by Citizens and Designated Subsidiary Delta of their respective its obligations under this Agreement will not, subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof: (a) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated Subsidiaryany Acquired Company; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, conditions or provisions of the Articles articles or certificate of Incorporation incorporation or by-laws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiaryDelta; (c) result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary any Acquired Company or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a material adverse effect Material Adverse Effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreementany Acquired Company; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary any Acquired Company is a party or by which any of their respective Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would reasonably be expected to have a material adverse effect Material Adverse Effect on the validity or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this Agreementany Acquired Company; or (e) require Citizens or Designated Subsidiary any Acquired Company to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person (including pursuant to any Laws) except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereof, or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or would not reasonably be expected to have a material adverse effect Material Adverse Effect on any Acquired Company. Section 4.6(e) of the validity or enforceability Disclosure Schedule contains a true, accurate and complete list of all consents, approvals, actions, filings and notices required in connection with the execution, delivery and performance of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations by Delta under this Agreementany Laws.

No Conflicts or Violations. The execution and delivery of this Agreement by Citizens AmerUs and by Sub do not, and the performance by Citizens AmerUs and Designated Subsidiary by Sub of their respective obligations under this Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 Sections 7.1 and 7.2 hereof: (a) , violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens AmerUs or Designated SubsidiarySub; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles articles or certificate of Incorporation incorporation or by-laws of Citizens AmerUs or the Articles of Incorporation or by-laws of Designated SubsidiarySub; (c) result in the creation or imposition of any Lien upon Citizens AmerUs or Designated Subsidiary Sub or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would reasonably be expected to have a material adverse effect Material Adverse Effect on the validity AmerUs or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this AgreementSub; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens AmerUs or Designated Subsidiary Sub is a party or by which any of their respective Assets and Properties may be bound other than (i) the consent of The Chase Manhattan Bank, as Administrative Agent, and the holders of 66 2/3% of the outstanding debt, under each of the Revolving Credit and Term Loan Agreement dated as of December 11, 1996 of Acquiror, and the Credit Agreement dated as of January 29, 1997 of AmerUs Group Co., each as amended, (ii) the consent of American Mutual Holding Company pursuant to the Amended and Restated Intercompany Agreement by and among American Mutual Holding Company, AmerUs Group Co. and the Acquiror, and (iii) those Contracts as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate do not have or would not reasonably be expected to have a material adverse effect Material Adverse Effect on the validity AmerUs or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this AgreementSub; or (e) require Citizens AmerUs or Designated Subsidiary Sub to obtain any consent, approval, approval or action of, or make any filing with or give any notice to, any Person except [(i] ) as contemplated in SECTIONS 6.1 OR 6.2 Section 7.1 or 7.2 hereof, (ii) or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not reasonably be expected to have a material adverse effect no Material Adverse Effect on the validity AmerUs or enforceability of this Agreement or on the ability of Citizens or Designated Subsidiary to perform their respective obligations under this AgreementSub.

No Conflicts or Violations. The To the Seller's Knowledge, the execution and delivery of this Agreement by Citizens do the Seller does not, and the performance by Citizens and Designated Subsidiary the Seller of their respective its obligations under this Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 5.1 and 6.1 AND 6.2 hereof: (a) , violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens the Seller or Designated Subsidiarythe Company; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles articles or certificate of Incorporation incorporation or by-laws Bylaws of Citizens the Seller or the Articles of Incorporation or by-laws of Designated SubsidiaryCompany; (c) result in the creation or imposition of any Lien upon Citizens the Seller or Designated Subsidiary the Company or any of their respective Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement Agreement, or on the ability of Citizens or Designated Subsidiary the Seller to perform their respective its obligations under this Agreement; (d) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person any right of termination, cancellation, acceleration, or modification in or with respect to, any Contract to which Citizens the Seller or Designated Subsidiary the Company is a party or by which any of their respective Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults, or rights individually or in the aggregate have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or Agreement, on the ability of Citizens or Designated Subsidiary the Seller to perform their respective its obligations under this Agreement, or on the Business or Condition of the Company; or (e) require Citizens the Seller or Designated Subsidiary the Company to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [except: (i] ) as contemplated in SECTIONS 6.1 OR 6.2 SECTION 5.1 hereof, ; (ii) as disclosed in SECTION 3.5(E) of the Disclosure Schedule; (iii) the Seller Stockholder Approval; or [ii] (iv) those that which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Agreement or Agreement, on the ability of Citizens or Designated Subsidiary the Seller to perform their respective its obligations under this Agreement.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by Citizens SAC do not, and the performance by Citizens and Designated Subsidiary SAC of their respective its obligations under this Amended and Restated Merger Agreement will not, : (a) subject to obtaining the approvals contemplated by SECTIONS 6.1 AND 6.2 hereof:ARTICLES IX and X of this Amended and Restated Merger Agreement, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (ab) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to Citizens or Designated Subsidiary; (b) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the Articles of Incorporation or by-laws of Citizens or the Articles of Incorporation or by-laws of Designated SubsidiarySAC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon Citizens or Designated Subsidiary SAC or any of their respective its Assets and Properties that individually or in the aggregate with any other Liens has or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of Citizens or Designated Subsidiary SAC to perform their respective its obligations under this Amended and Restated Merger Agreement; (d) except as disclosed in writing to Savers, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give to any Person person any right of termination, cancellation, acceleration, acceleration or modification in or with respect to, any Contract to which Citizens or Designated Subsidiary SAC is a party or by which any of their respective its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaultsdefaults or rights, or rights individually or in the aggregate aggregate, have or would may reasonably be expected to have a material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of Citizens or Designated Subsidiary SAC to perform their respective its obligations under this Amended and Restated Merger Agreement; or (e) require Citizens or Designated Subsidiary SAC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except [i] as contemplated in SECTIONS 6.1 OR 6.2 hereofARTICLES IX and X of this Amended and Restated Merger Agreement, as disclosed in writing to Savers, or [ii] those that which the failure to obtain, make, or give individually or in the aggregate with other such failures has not or would not may reasonably be expected to have a no material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of Citizens or Designated Subsidiary SAC to perform their respective its obligations under this Amended and Restated Merger Agreement.