Common use of No Conflicts or Violations Clause in Contracts

No Conflicts or Violations. The execution and delivery of this Merger Agreement by SAC do not, and the performance by SAC of its obligations under this Merger Agreement will not: (a) subject to obtaining the approvals contemplated by 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; (b) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC or any of its Assets and Properties that individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform 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 any right of termination, cancellation, acceleration or modification in or with respect to, any Contract to which SAC is a party or by which any of 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 may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger Agreement; or (e) require SAC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES X and XI of this Merger Agreement, as disclosed in writing to Savers, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by SAC Citizens do not, and the performance by SAC Citizens and Designated Subsidiary of its their respective obligations under this Merger Agreement will not: (a) , subject to obtaining the approvals contemplated by 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;SECTIONS 6.1 AND 6.2 hereof: (ba) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SACCitizens 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) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC Citizens or Designated Subsidiary or any of its their respective Assets and Properties that individually or in the aggregate with any other Liens has or may would reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC Citizens or Designated Subsidiary to perform its their respective 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 SAC Citizens or Designated Subsidiary is a party or by which any of its their respective Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or may would reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC Citizens or Designated Subsidiary to perform its their respective obligations under this Merger Agreement; or (e) require SAC 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 ARTICLES X and XI of this Merger Agreement, as disclosed in writing to SaversSECTIONS 6.1 OR 6.2 hereof, or [ii] those which that the failure to obtain, make, or give individually or in the aggregate with other such failures has not or may would not reasonably be expected to have no a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC Citizens or Designated Subsidiary to perform its their respective obligations under this Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by SAC the Buyer do not, and the performance by SAC the Buyer of its obligations under this Merger Agreement will not: (a) subject to obtaining the approvals contemplated by ARTICLES X and XI of this Merger AgreementSECTION 6.1 hereof, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SACthe Buyer; (b) violate any term conflict with or provision of any Law result in a violation or any writ, judgment, decree, injunctionbreach of, or similar order applicable to SACconstitute (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 Bylaws of the Buyer; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC the Buyer or any of its Assets and Properties that individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC the Buyer to perform 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 any right of termination, cancellation, acceleration acceleration, or modification in or with respect to, any Contract to which SAC the Buyer is a party or by which any of its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC the Buyer to perform its obligations under this Merger Agreement; or (e) require SAC the Buyer to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES X and XI of this Merger AgreementSECTION 6.1 or SECTION 7.11, as disclosed in writing to Saversthe Seller, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC the Buyer to perform its obligations under this Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by SAC do Chaswil does not, and the performance by SAC Chaswil of its obligations under this Merger Agreement will not: (a) , subject to obtaining the approvals contemplated by ARTICLES X SECTIONS 5.1 AND 5.2 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;SECTIONS 6.1 AND 6.2 hereof: (ba) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (c) Chaswil or United except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC or any of its Assets and Properties for such violations that individually or in the aggregate with any other Liens has or may would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or Agreement, on the ability of SAC Chaswil to perform its obligations under this Merger 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 or provisions of the articles of incorporation or code of regulations of Chaswil or United; (c) result in the creation or imposition of any Lien upon Chaswil, or United or any of 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, on the ability of Chaswil to perform its obligations under this Agreement, or on the Business or Condition of United; (d) except as disclosed in writing to SaversSECTION 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 Person any right of termination, cancellation, acceleration acceleration, or modification in or with respect to, any Contract to which SAC Chaswil or United is a party or and by which any of its their respective Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or may would reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or Agreement, on the ability of SAC Chaswil to perform its obligations under this Merger Agreement, or on the Business or Condition of United; or (e) require SAC Chaswil or United to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES X and XI of this Merger Agreement, as disclosed in writing to Savers, or other than those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has not or may would not reasonably be expected to have no a material adverse effect on the validity or enforceability of this Merger Agreement or Agreement, on the ability of SAC Chaswil to perform its obligations under this Merger Agreement, or on the Business or Condition of United.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by SAC SMC do not, and the performance by SAC SMC of its obligations under this Amended and Restated Merger Agreement will not: (a) subject to obtaining the approvals contemplated by ARTICLES X and XI 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 SACSMC; (b) violate any term conflict with or provision of any Law result in a violation or any writ, judgment, decree, injunctionbreach of, or similar order applicable to SACconstitute (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 Bylaws of SMC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC SMC or any of its Assets and Properties that individually or in the aggregate with any other Liens has or 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 SAC SMC to perform 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 any right of termination, cancellation, acceleration acceleration, or modification in or with respect to, any Contract to which SAC SMC is a party or by which any of its Assets and Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or 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 SAC SMC to perform its obligations under this Amended and Restated Merger Agreement; or (e) require SAC SMC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES IX and X and XI of this Amended and Restated Merger Agreement, as disclosed in writing to Savers, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of SAC SMC to perform its obligations under this Amended and Restated Merger Agreement.

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 Merger Agreement by SAC do Delta does not, and the performance by SAC Delta of its obligations under this Merger Agreement will not: (a) subject to obtaining the approvals contemplated by 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; (b) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SACany 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 or provisions of the articles or certificate of incorporation or by-laws of Delta; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC any Acquired Company or any of its their respective Assets and Properties that individually or in the aggregate with any other Liens has or may would reasonably be expected to have a material adverse effect Material Adverse Effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger Agreementany Acquired Company; (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 SAC any Acquired Company is a party or by which any of its their respective Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or may would reasonably be expected to have a material adverse effect Material Adverse Effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger Agreementany Acquired Company; or (e) require SAC 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 as contemplated in ARTICLES X and XI of this Merger Agreement, as disclosed in writing to Savers, or those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has or may reasonably be expected to would not have no material adverse effect a 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 Merger Agreement or on the ability of SAC to perform its obligations by Delta under this Merger Agreementany Laws.

No Conflicts or Violations. The execution and delivery of this Amended and Restated Merger Agreement by SAC do Savers does not, and the performance by SAC Savers of its obligations under this Amended and Restated Merger Agreement will not: (a) subject to obtaining the approvals contemplated by ARTICLES X and XI SECTION 3.5(E) of this Merger Agreementthe Disclosure Schedule hereof, violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to SACSavers; (b) violate any term conflict with or provision of any Law result in a violation or any writ, judgment, decree, injunctionbreach of, or similar order applicable to SACconstitute (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 Bylaws of Savers; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC Savers or any of its Assets and Properties that individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or Agreement, on the ability of SAC Savers to perform its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; (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 SAC Savers is a party or by which any of its Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or Agreement, on the ability of SAC Savers to perform its obligations under this Amended and Restated Merger Agreement, or on the Business or Condition of Savers or the Surviving Corporation; or (e) require SAC Savers to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES X and XI of this Merger Agreement, except: (i) as disclosed in writing to Savers, SECTION 3.5(E) of the Disclosure Schedule; or (ii) those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or Agreement, on the ability of SAC Savers to perform 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 execution and delivery of this Amended and Restated Merger Agreement by SAC do not, and the performance by SAC of its obligations under this Amended and Restated Merger Agreement will not: (a) subject to obtaining the approvals contemplated by ARTICLES IX and X and XI 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; (b) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC or any of its Assets and Properties that individually or in the aggregate with any other Liens has or 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 SAC to perform 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 any right of termination, cancellation, acceleration or modification in or with respect to, any Contract to which SAC is a party or by which any of 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 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 SAC to perform its obligations under this Amended and Restated Merger Agreement; or (e) require SAC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES IX and X and XI of this Amended and Restated Merger Agreement, as disclosed in writing to Savers, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Amended and Restated Merger Agreement or on the ability of SAC to perform its obligations under this Amended and Restated Merger Agreement.

No Conflicts or Violations. The To the Seller's Knowledge, the execution and delivery of this Merger Agreement by SAC do the Seller does not, and the performance by SAC the Seller of its obligations under this Merger Agreement will not: (a) subject to obtaining the approvals contemplated by ARTICLES X SECTIONS 5.1 and XI of this Merger Agreement6.1 hereof, violate any term or provision provisions of any Law or any writ, judgment, decree, injunction, or similar order applicable to SACthe Seller or the Company; (b) violate any term conflict with or provision of any Law result in a violation or any writ, judgment, decree, injunctionbreach of, or similar order applicable to SACconstitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate of incorporation or Bylaws of the Seller or the Company; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC the Seller or the Company or any of its their respective Assets and Properties that individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement Agreement, or on the ability of SAC the Seller to perform 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 SAC the Seller or the Company is a party or by which any of its their respective Assets and or Properties may be bound and as to which any such conflicts, violations, breaches, defaults defaults, or rights, rights individually or in the aggregate, aggregate have or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or Agreement, on the ability of SAC the Seller to perform its obligations under this Merger Agreement, or on the Business or Condition of the Company; or (e) require SAC the Seller or 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 ARTICLES X and XI of this Merger Agreement, SECTION 5.1 hereof; (ii) as disclosed in writing to Savers, SECTION 3.5(E) of the Disclosure Schedule; (iii) the Seller Stockholder Approval; or (iv) those which the failure to obtain, make, or give individually or in the aggregate with any other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Merger Agreement or Agreement, on the ability of SAC the Seller to perform its obligations under this Merger Agreement.

No Conflicts or Violations. The execution and delivery of this Merger Agreement by SAC AmerUs and by Sub do not, and the performance by SAC AmerUs and by Sub of its their respective obligations under this Merger Agreement will not: (a) subject to obtaining the approvals contemplated by ARTICLES X Sections 7.1 and XI of this Merger Agreement7.2 hereof, violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SACAmerUs or Sub; (b) violate any term conflict with or provision of any Law result in a violation or any writ, judgment, decree, injunctionbreach of, or similar order applicable to SACconstitute (with or without notice or lapse of time or both) a default under, any of the terms, conditions, or provisions of the articles or certificate of incorporation or by-laws of AmerUs or Sub; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC AmerUs or Sub or any of its their respective Assets and Properties that individually or in the aggregate with any other Liens has or may would reasonably be expected to have a material adverse effect Material Adverse Effect on the validity AmerUs or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger AgreementSub; (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 SAC AmerUs or Sub is a party or by which any of its 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 defaults, or rights, rights individually or in the aggregate, aggregate do not have or may would not reasonably be expected to have a material adverse effect Material Adverse Effect on the validity AmerUs or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger AgreementSub; or (e) require SAC AmerUs or 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 ARTICLES X and XI of this Merger AgreementSection 7.1 or 7.2 hereof, as disclosed in writing to Savers, (ii) or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or may would reasonably be expected to have no material adverse effect Material Adverse Effect on the validity AmerUs or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger AgreementSub.

No Conflicts or Violations. The NO CONSENTS OR APPROVALS REQUIRED. Except as set forth on Schedule 2.04, the execution and delivery by each Seller and the Company of this Merger Agreement does not, the execution and delivery by SAC do each Seller and the Company of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by SAC consummation of its obligations under this Merger Agreement will not: (a) subject to obtaining the approvals Acquisition and the other transactions contemplated by ARTICLES X this Agreement and XI the Ancillary Agreements will not conflict with, or result in any breach of this Merger Agreementor constitute a violation, violate any term default or provision an event of default under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any Law Person under or any writ, judgment, decree, injunction, or similar order applicable to SAC; (b) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien upon SAC any of the Shares or any of the properties or assets of the Company or any of its Assets and Properties that individually Subsidiaries under any provision of (i) the organizational documents of either of the Sellers or in the aggregate with Company or any of its Subsidiaries, (ii) any contract, lease, sublease, license, agreement or other Liens has commitment or may reasonably be expected to have a material adverse effect on the validity arrangement ("CONTRACT"), note, instrument or enforceability of this Merger Agreement or on the ability of SAC to perform 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 any right of termination, cancellation, acceleration or modification in or with respect to, any Contract financing obligation to which SAC any of the Sellers or the Company or any of its Subsidiaries is a party or by which any of its Assets properties or assets are bound or (iii) any judgment, injunction, order or decree ("JUDGMENT") or statute, law, ordinance, rule or regulation promulgated by any Governmental Entity ("APPLICABLE LAW") applicable to Sellers or the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and Properties may be bound and as to which (iii) above, any such conflicts, violations, breaches, defaults or rightsitems that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or may otherwise materially adversely affect each Seller's and the Company's ability to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. Except as set forth on Schedule 2.04, no consent, waiver, exemption, approval, authorization or order ("CONSENT") of, or registration, declaration or filing with, any German or U.S. federal, state or local or any other foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a "GOVERNMENTAL ENTITY") is required to be obtained or made by or with respect to the Sellers or the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than those the failure of which to obtain or make would not reasonably be expected to have a material adverse effect Material Adverse Effect on the validity Company or enforceability of otherwise materially adversely affect each Seller's and the Company's ability to consummate the transactions contemplated by this Merger Agreement or on and the ability of SAC to perform its obligations under this Merger Agreement; or (e) require SAC to obtain any consent, approval, or action of, or make any filing with or give any notice to, any Person except as contemplated in ARTICLES X and XI of this Merger Agreement, as disclosed in writing to Savers, or those which the failure to obtain, make, or give individually or in the aggregate with other such failures has or may reasonably be expected to have no material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger AgreementAncillary Agreements.

No Conflicts or Violations. The NO CONSENTS OR APPROVALS REQUIRED. Except as set forth as Schedule 2.04, the execution and delivery by each of Parent, Seller and the Company of this Merger Agreement does not, the execution and delivery by SAC do each of Parent, Seller and the Company of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by SAC consummation of its obligations under this Merger Agreement will not: (a) subject to obtaining the approvals Acquisition and the other transactions contemplated by ARTICLES X this Agreement and XI the Ancillary Agreements, will not conflict with, or result in any breach of this Merger Agreementor constitute a violation, violate any term default or provision an event of default under, or require Consent (as defined below) under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any Law person under or any writ, judgment, decree, injunction, or similar order applicable to SAC; (b) violate any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to SAC; (c) except as disclosed in writing to Savers, result in the creation or imposition of any Lien (as defined in Section 2.08) upon SAC any of the Shares or any of the properties or assets of the Company or its subsidiaries under any provision of (i) the Certificates of Incorporation, By-laws, or similar governing documents of Parent, Seller or the Company or any of its Assets and Properties that individually subsidiaries, respectively, (ii) any Contract, note, instrument or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform 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 any right of termination, cancellation, acceleration or modification in or with respect to, any Contract financing obligation to which SAC any of Parent, Seller or the Company is a party or by which any of its Assets properties or assets are bound or (iii) any judgment, order or decree ("JUDGMENT") or statute, law, ordinance, rule or regulation promulgated by any Governmental Entity ("APPLICABLE LAW") applicable to Parent, Seller or the Company or their respective properties or assets, other than, in the case of clauses (ii) and Properties may be bound and as to which (iii) above, any such conflicts, violations, breaches, defaults or rightsitems that would not, individually or in the aggregate, have or may reasonably be expected to have a material adverse effect Company Material Adverse Effect or otherwise materially adversely affect Parent's or Seller's ability to consummate the transactions hereby. Except as set forth on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger Agreement; or (e) require SAC to obtain any Schedule 2.04, no consent, approval, approval or action authorization ("CONSENT") of, or make any registration, declaration or filing with or give any notice towith, any Person except as contemplated Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumental ity or regulatory body (a "GOVERNMENTAL ENTITY") is required to be obtained or made in ARTICLES X connection with the execution, delivery and XI performance of this Merger AgreementAgreement or the consummation of the Acquisition, other than (A) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as disclosed amended (the "HSR ACT"), (B) compliance with and filings and notifications under applicable Environmental Laws (as defined in writing to SaversSection 2.16(b)), or (C) the Required Shareholder Approval and (D) those which the failure of which to obtain, make, obtain or give individually or in the aggregate with other such failures has or may make would not reasonably be expected to have no material adverse effect on the validity or enforceability of this Merger Agreement or on the ability of SAC to perform its obligations under this Merger Agreementa Company Material Adverse Effect.