Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Competition Laws and state or foreign laws relating to takeovers, if applicable, state securities or blue sky Lawslaws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity public body or authority is necessary for the consummation by Parent Holdings or Holdings Sub of the transactions contemplated by this Agreementthe Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Parent Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementEffect. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or Holdings, Sub nor the consummation by Parent Holdings or Holdings Sub of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation charter documents or byBy-laws Laws of Parent Holdingsor Sub, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HoldingsParent, any of the Parent Holdings or Worldwide Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth on Schedule 4 of the HSR ActFI Disclosure Schedule, the Securities Actexecution and delivery of this Agreement by FI, FNH and DutchCo does not, and the Exchange Actconsummation by FI, Competition Laws FNH and state securities DutchCo of the transactions contemplated by this Agreement and compliance by FI, FNH and DutchCo with the obligations of this Agreement will not, conflict with, or blue sky Lawsresult 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 under: (a) the Bylaws of FI; (b) any FI Material Contract; (c) any license, permit or other instrument, contract or agreement granted by, or entered into with any Regulatory Agency; or (d) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to FI or any of its subsidiaries (other than CNH and its subsidiaries) or their respective properties or assets, other than, in the case of (b), (c) and (d), any such conflicts, violations, defaults or rights that individually or in the aggregate would not (x) have a Material Adverse Effect on FI or (y) materially impair the ability of FI, FNH or DutchCo to perform its obligations under this Agreement. Except as set forth on Schedule 4 of the FI Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, and no permit, authorization, consent or approval of, any Governmental Entity Entity, is necessary for required by FI or any of its subsidiaries (other than CNH and its subsidiaries) in connection with the execution and delivery of this Agreement by FI, FNH or DutchCo or the consummation by Parent Holdings FI, FNH or Holdings DutchCo of the transactions contemplated by this Agreement, except for (i) the publication of the Information Document (as defined in Section 4.1(a) hereof), the minutes from the FI Shareholders’ Meeting (as defined in Section 4.1(d) hereof) and certain other documents as required under Italian Law relating to the Mergers, (ii) the filing, publication and recordation of the FI Deed of Merger and the FNH Deed of Merger and other appropriate documents and notices with the Companies’ Register in Turin, Italy, and in Amsterdam, The Netherlands, respectively, and with the Turin Chamber of Commerce and the Amsterdam Chamber of Commerce, respectively, (iii) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable Antitrust Law, (iv) applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities law and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (v) any filings with and approvals of the Borsa Italiana, and (vi) such filingsother consents, permitsapprovals, orders, authorizations, consents or approvals registrations, declarations, disclosures and filings required by applicable laws, the failure of which to be obtained or made or obtained would not not, individually or in the aggregate aggregate, (ix) have a Holdings Material Adverse Effect on FI or (iiy) delay in any material respect materially impair the ability of FI, FNH or prevent the consummation of any of the transactions contemplated by DutchCo to perform its obligations under this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made and any waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the HSR ActExchange Act are met, (iv) the Securities Actrequirements under any applicable Puerto Rico, the Exchange Act, Competition Laws and foreign or state securities or blue sky Laws, no Laws are met and (v) the filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated Certificate of Merger and other appropriate merger documents, if any, as required by this Agreementthe PRGCL are made, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor and Purchaser and the consummation by Parent Holdings or Holdings and Purchaser of the transactions contemplated hereby, nor compliance by hereby and the performance of each of Parent Holdings and Purchaser of its obligations hereunder do not and will not: (A) violate or Holdings conflict with any provision of the provisions hereofgoverning documents of Parent, will Purchaser or any of their respective Subsidiaries; (aB) violate or conflict with any Laws or result in any breach Orders of any provisions Governmental Authority or any Permit applicable to Parent, Purchaser or any of the certificate their respective Subsidiaries or by which any of incorporation their respective properties or by-laws of Parent Holdings, Holdings or Worldwideassets may be bound; (bC) require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent, Purchaser or any of their respective Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity Contracts to which Parent HoldingsParent, Holdings Purchaser or Worldwide any of their respective Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be are bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any ------------------------------------- applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws the HSR Act and any applicable filings under state securities securities, "Blue Sky" or blue sky Lawstakeover laws, and (ii) the filing of the Certificate of Merger as required by the DGCL, no filing or registration with, and no permit, authorization, consent or approval of, any Governmental Entity public body or authority is necessary or required in connection with the execution and delivery of this Agreement by Richfood or Merger Subsidiary, or for the consummation by Parent Holdings Richfood or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any Merger Subsidiary of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the Holdings Disclosure Scheduleimmediately preceding sentence have been duly made or obtained, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance hereby by Parent Holdings or Holdings with any of the provisions hereof, Richfood and Merger Subsidiary will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles or Certificate of incorporation Incorporation or by-laws Bylaws of Parent HoldingsRichfood or Merger Subsidiary, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application other instrument or registration of, from or with any Governmental Entity obligation to which Parent Holdings, Holdings Richfood or Worldwide any of its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings Richfood or Worldwide any of its Subsidiaries or any of their properties or assetsassets except, except in the case of clauses subsections (bii) and (ciii) above, for violations, breaches or defaults which that would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on Richfood and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, Competition Laws Company’s representations and state securities or blue sky Lawswarranties contained in Section 4.5, no filing material notices to, filings with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of Person or Governmental Entity are necessary for the transactions contemplated execution, delivery or performance by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery Parent or Amalgamation Sub of this Agreement by or the Ancillary Documents to which Parent Holdings and/or Amalgamation Sub is a party or Holdings, nor the consummation by Parent Holdings or Holdings and/or Amalgamation Sub of the transactions contemplated hereby, nor except for (i) compliance with and filings under the HSR Act and other Antitrust Laws, (ii) the filing of the Amalgamation Application with the Registrar and (iii) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 5.5 of the Parent Disclosure Schedule (the “Parent Insurance Approvals”, and together with the Company Insurance Approvals, the “Transaction Approvals”). Neither the execution, delivery or performance by Parent Holdings or Holdings with any Amalgamation Sub of this Agreement or the Ancillary Documents to which Parent and/or Amalgamation Sub is a party nor the consummation by Parent or Amalgamation Sub of the provisions hereof, transactions contemplated hereby or thereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation Parent’s or by-laws of Parent HoldingsAmalgamation Sub’s Governing Documents, Holdings or Worldwide; (b) except as set forth on Schedule 5.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under, under any of the terms, conditions or provisions of any Contract Parent Material Contract, Parent Real Property Lease or of any licenseParent Material Permit, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any orderLaw, writ, injunction, decree, statute, rule injunction or regulation applicable to Holdings, decree of any Governmental Entity having jurisdiction over any of Parent Holdings or Worldwide Amalgamation Sub or any of Parent’s or Amalgamation Sub’s Subsidiaries or any of their respective properties or assetsassets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, except result in the creation of any Lien upon any of the assets of any of Parent, Amalgamation Sub or any of Parent’s or Amalgamation Sub’s Subsidiaries, which in the case of any of clauses (b), (c) and (cd) for violationsabove, breaches or defaults which would not individually or in the aggregate have constitute a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws HSR Act and state securities the filing and acceptance for record or blue sky Lawsrecordation of the Merger Certificate as required by the MGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement and the Stockholders' Agreement or the consummation by Parent Holdings or Holdings Acquisition of the transactions contemplated by this Agreementhereby and thereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Parent Material Adverse Effect or (ii) delay in any material respect or prevent Effect. Neither the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Scheduleexecution, neither the execution delivery and delivery performance of this Agreement and the Stockholders' Agreement by Parent Holdings or Holdings, Acquisition nor the consummation by Parent Holdings or Holdings Acquisition of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby and thereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar charter or organizational documents) of Parent Holdingsor Acquisition, Holdings or Worldwide; (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Acquisition or any of Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide Acquisition or any of Parent's other subsidiaries or any of their respective properties or assetsassets except, except in the case of clauses (bii) and or (c) iii), for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the IVP Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by IVP of this Agreement or the consummation by Parent Holdings or Holdings IVP of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon IVP. Except as set forth on in Section 4.5 2.6 of the Holdings IVP Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, IVP nor the consummation by Parent Holdings or Holdings IVP of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsIVP, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide IVP is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide IVP or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on IVP.

Consents and Approvals; No Violations. Except as set forth in the Target Disclosure Letter and for applicable requirements of the 1933 Act, Securities Exchange Act of 1934, as amended (the "1934 Act"), state Blue Sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if any, the filing and recordation of the Delaware Merger Certificate, as required by the DGCL, and such filings, authorizations, orders and approvals as may be required under State "control share acquisition", "antitrust" or other similar statutes or regulations, or such filings, authorizations, orders and approvals as may be required under the By-laws of the National Association of Securities ActDealers, Inc. ("NASD") (collectively, the Exchange Act, Competition Laws and state securities or blue sky Laws"Target Required Filings"), no filing or registration with, and no permitconsent, authorization, consent declaration or approval of, any governmental body, court, arbitration board, tribunal or authority ("Governmental Entity Entity"), or any third party, is necessary for the consummation execution, delivery and performance by Parent Holdings Target of this Agreement or Holdings any of the Ancillary Documents or the consummation of the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. The Target Disclosure Letter sets forth a true, except for such correct and complete list of all filings, permitsregistrations, consents, authorizations, consents declarations or approvals necessary to consummate the failure of which to be made or obtained would not individually or in Merger and the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the other transactions contemplated by this AgreementAgreement and the Ancillary Documents (the "Target Consents"). Except as set forth on Section 4.5 of in the Holdings Target Disclosure ScheduleLetter, subject to approval by the Target Stockholders in accordance with the DGCL, neither the execution execution, delivery and delivery performance by Target of this Agreement by Parent Holdings or Holdings, any of the Ancillary Documents nor the consummation by Parent Holdings or Holdings Target of the Merger and the other transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of this Agreement and the provisions hereof, Ancillary Documents will (ai) conflict with constitute any violation or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or byBy-laws of Parent HoldingsTarget, Holdings or Worldwide; (bii) result in a constitute any -11- violation or breach of any provision of, or constitute a default (or an event which, with or without due the giving of notice or lapse the passage of time or both, would constitute a default) under, or result in the termination or in a default (or give rise to any right of terminationtermination or cancellation of, cancellation or accelerationaccelerate the performance required by, or result in the creation of any lien, pledges, mortgages, deeds of trust, security interests, claims against title, charges, options or other encumbrances ("Encumbrances") upon any of the properties of Target under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any Target Contract (as defined below), or of any license, franchise, permit, concession, certificate of authorityContract, orderor other instrument, approval, application or registration of, from or with any Governmental Entity other obligation to which Parent Holdings, Holdings or Worldwide Target is a party party, or by which any of them Target or any of their its properties is bound or assets may be bound; or affected except, with respect to this clause (c) violate any orderii), writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults those which would could not individually or in the aggregate have a Holdings Target Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) filings pursuant to the Israeli Anti-Trust Law or any other required antitrust filings and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable competition, merger control, antitrust or similar Law, (b) the filing of customary applications and notices, as applicable, with the FDA, EMEA or any other federal, state, local or foreign Regulatory Authority, (c) applicable requirements of and filings with the HSR Act, the Securities Act, SEC under the Exchange Act, Competition Laws and state securities (d) filings with The Nasdaq Global Market, Inc., (e) the filing of the Certificate of Merger, (f) applicable requirements under corporation or “blue sky Lawssky” laws of various states, no (g) the filing withpursuant to the Law for the Encouragement of Capital Investment, 5719-1959, and no permitthe regulations and approvals promulgated thereunder and (h) the filing pursuant to the Encouragement of Industrial Research and Development Law, authorization5744-1984, consent and the regulations and grant approvals promulgated thereunder by the Office of the Chief Scientist in the Israeli Ministry of Industry, Trade & Labor (“OCS”), neither the execution, delivery or approval of, any Governmental Entity is necessary for performance of this Agreement by the Company nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate hereby will (i) have a Holdings Material Adverse Effect or (ii) delay in violate any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws bylaws of Parent Holdingsthe Company, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permitagreement, concession, certificate of authority, order, approval, application Company Permit or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide the Company is a party or by which any of them it or any of their its properties or assets may be bound; or , (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Holdings, Parent Holdings or Worldwide the Company or any of their its properties or assetsassets or (iv) require on the part of the Company any material filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (whether domestic or foreign) (a “Governmental Entity”); except in the case of clauses (bii) and (ciii) for such violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations the failure of which to make or obtain (A) would not not, individually or in the aggregate aggregate, (x) have a Holdings Company Material Adverse EffectEffect and (y) reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the transactions contemplated by this Agreement or (B) would occur or be required as a result of the business or activities in which Parent or Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Parent or Sub.

Consents and Approvals; No Violations. Except as disclosed in Section 3.4 of the Company Disclosure Letter and except for (a) filings pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (b) applicable requirements of the HSR Act, the Securities Act, under the Exchange Act, Competition Laws (c) the filing of the Certificates of Merger, (d) applicable requirements under corporation or "blue sky" laws of various states, (e) approvals or filings under various state and state securities federal laws, rules and regulations governing insurance holding and operating companies, health maintenance organizations, health care services plans, third party administrators, preferred provider plans, providers of utilization review services, or blue sky Lawsother managed health care organizations, no filing withincluding laws, rules and no permitregulations with respect to the administration of Medicaid and Medicare (the "Insurance Regulatory Approvals") or (f) matters specifically described in this Agreement, authorizationneither the execution, consent delivery or approval of, any Governmental Entity is necessary for performance of this Agreement by the Company nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate hereby will (i) have a Holdings Material Adverse Effect violate any provision of the Articles of Incorporation or By-Laws of the Company or any of its Subsidiaries, (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give 22 rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture (other than the Indenture), lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or bound and which has been filed as an exhibit to the Company SEC Documents (cas defined in Section 3.5 hereof) (the "Material Agreements"), (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Holdingsthe Company, Parent Holdings or Worldwide any of its Subsidiaries or any of their properties or assets, or (iv) require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a "Governmental Entity"); except in the case of clauses (bii), (iii) and or (civ) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not individually or in the aggregate have a Holdings Company Material Adverse EffectEffect and would not materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which Parent or Purchaser is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Parent or Purchaser.

Consents and Approvals; No Violations. Except as set forth in Section 5.6 of the Parent Disclosure Schedule, subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange Act, Competition Laws and state securities or state “blue sky sky” Laws, no and (b) for filing of the Articles of Merger with, and no the acceptance for record of the Articles of Merger by, the SDAT, and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the consummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent or the Parent Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the organizational documents of Parent or any Parent Subsidiary, (ii) require any filing by Parent or any Parent Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Entity is necessary for Authority, except (A) the consummation by Parent Holdings or Holdings filing with the SEC of (I) the Joint Proxy Statement in preliminary and definitive form and of the transactions contemplated by this AgreementForm S-4, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any and declaration and effectiveness of the transactions contemplated by this Agreement. Except Form S-4, and (II) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of may be required in connection with this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of and the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with Transfer Taxes, (iii) require any consent or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdingsnotice under, Holdings or Worldwide; (b) result in a violation or breach by Parent or any Parent Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, give rise to any right of purchase, first offer or forced sale, result in the triggering of any payment or result in the creation of any lien or other encumbrance on any property or asset of Parent or any of the Parent Subsidiaries pursuant to any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, agreement, permit, concession, certificate of authority, order, approval, application franchise or registration of, from other instrument or with any Governmental Entity obligation or Material Contract to which Parent Holdings, Holdings or Worldwide any Parent Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound; , or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Holdings, Parent Holdings or Worldwide any Parent Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, (A) reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise prevent or materially delay performance by the Parent or Parent OP of its material obligations under this Agreement or (C) have, or reasonably be expected to have, a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the HSR Act, the Communications Act, the filing and recordation of a certificate of merger as required by the DGCL, and the filing of articles of merger as required by the MBCA, no filing withwith or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by GM or Xxxxxx of this Agreement or the consummation by Parent Holdings GM or Holdings Xxxxxx of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) neither have a Holdings Material Adverse Effect on Xxxxxx nor materially impair or (ii) delay in any material respect or prevent the consummation ability of any of GM to consummate the transactions contemplated by this Agreementhereby. Except as set forth on in Section 4.5 4.6 of the Holdings GM Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings GM or Holdings, Xxxxxx nor the consummation by Parent Holdings GM or Holdings Xxxxxx of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the respective certificate or articles of incorporation or by-laws bylaws (or similar governing documents) of Parent HoldingsGM or Xxxxxx or any of GM's subsidiaries, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings GM or Worldwide Xxxxxx or any of GM's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings GM or Worldwide Xxxxxx or any of GM's subsidiaries or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate neither have a Holdings Material Adverse EffectEffect on Xxxxxx nor materially impair or delay the ability of GM to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as disclosed on SCHEDULE 3.4 hereto, and except for the applicable requirements of the HSR ActDGCL, the Securities ActAct of 1933, as amended (the Exchange Act"SECURITIES ACT" or "1933 ACT"), Competition Laws and state securities or blue sky Lawslaws of the various states of the United States, Israeli corporate and securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "H-S-R ACT"), no material filing with, and no material permit, authorization, consent or approval of, any Governmental Entity public or governmental body or authority is necessary for the consummation by Parent Holdings or Holdings Delta and Purchaser of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementDelta Transaction Documents. Except as set forth disclosed on Section 4.5 of the Holdings Disclosure ScheduleSCHEDULE 3.4 hereto, neither the execution and delivery of this Agreement the Delta Transaction Documents by Parent Holdings Delta or HoldingsPurchaser, nor the consummation by Parent Holdings Delta or Holdings Purchaser of the transactions contemplated herebythereby, nor compliance by Parent Holdings Delta or Holdings Purchaser with any of the provisions hereofthereof, will (a) conflict with or result in any breach of any provisions provision of the certificate Articles of incorporation Association or by-laws Memorandum of Parent HoldingsAssociation of Delta or the Certificate of Incorporation of Purchaser, Holdings or Worldwide; (b) violate any order, writ, injunction, decree, statute, rule or regulation, in each case that is material, of any court or federal, state, local or foreign body or authority, or any nongovernmental self-regulatory organization or agency to which Delta, its Subsidiaries, or any of their properties or assets may be subject except for violations or breaches which would not in the aggregate have a Material Adverse Effect, or (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in the loss of any material benefit under or give rise to any right of termination, cancellation cancellation, acceleration or acceleration) change in the award, grant, vesting or determination under, or result in the creation of any lien, charge, security interest or encumbrance upon any of the respective properties or assets of Delta or any of its Subsidiaries, under, any of the terms, conditions or provisions of any Contract or note, bond, mortgage, indenture, deed of any trust, license, franchisecontract, permitlease, concessionagreement, certificate of authorityarrangement or other instrument or obligation, orderin each case that is material, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings Delta or Worldwide any of its Subsidiaries is a party or by which Delta or any of them its Subsidiaries or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effectaffected.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate Assuming (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of filings required under the transactions contemplated by this Agreement. Except Antitrust Laws as set forth on Section 4.5 Schedule 4.4 of the Holdings Company Disclosure ScheduleLetter are made and the applicable waiting periods thereunder have been terminated or have expired, neither (ii) the requirements of the Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (iii) the filing of the Certificates of Merger and other appropriate merger documents, if any, as required by the MGCL or the DGCL, are made, and (iv) approval of the Merger and this Agreement by the stockholders of the Company, if required by the MGCL or the DGCL, is received, the execution and delivery of this Agreement by Parent Holdings or Holdings, nor and Sub and the consummation by Parent Holdings or Holdings and Sub of the transactions contemplated hereby, nor compliance by Parent Holdings hereby and thereby shall not (w) violate or Holdings conflict with any provision of the provisions hereofArticles of Association of Parent or the Certificate of Incorporation or By-Laws of Sub, will (ax) violate or conflict with any statute, ordinance, rule, regulation, order or result in any breach decree of any provisions Governmental Entity applicable to Parent or Sub or by which either of their respective properties or assets may be bound, (y) require any filing with, consent or approval of, Permit from, or the certificate giving of incorporation any notice to, any Governmental Entity or by-laws of Parent Holdings, Holdings or Worldwide; (bz) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation or acceleration) acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under), result in the creation of any Lien upon any of the properties or assets of the Parent or Sub under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, license, franchise, permitPermit, concessionagreement, certificate of authoritycontract, orderarrangement, approval, application lease or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Sub or any of their Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except other than in the case of clauses (by) and (c) for violationsz), breaches any such violation, breach, conflict, default, right of termination, cancellation, payment, acceleration, other right or defaults which failure to make any filing or obtaining any Permit, consent or approval of, or give notice to, any Governmental Entity that has not had, does not have and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Holdings Material Adverse EffectEffect on Parent or Sub.

Consents and Approvals; No Violations. Except for applicable Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Exon-Florxx xx made, (iii) the requirements of the HSR Act, Exchange Act relating to the Securities Act, Proxy Statement and the Exchange Act, Competition Laws Offer are met and state securities or blue sky Laws, no (iv) the filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated Certificate of Merger and other appropriate merger documents, if any, as required by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any laws of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 State of the Holdings Disclosure ScheduleNew York is made, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor and Sub and the consummation by Parent Holdings or Holdings and Sub of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with hereby will not: (1) violate any provision of the provisions hereofArticles of Association of Parent or the Certificate of Incorporation or By-Laws of the Sub; (2) violate any statute, will (a) conflict with ordinance, rule, regulation, order or result in any breach decree of any provisions court or of the certificate any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which either of incorporation their respective properties or by-laws of Parent Holdings, Holdings or Worldwideassets may be bound; (b3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, license, franchise, permit, concessionagreement, certificate of authority, order, approval, application lease or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide is a party or by which any of them Sub or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, bound except for in the case of clauses (b3) and (c4) above for violationssuch filing, breaches permit, consent, approval or defaults violation, which would not individually or in the aggregate reasonably be expected to have a Holdings Material Adverse Effectmaterial adverse effect on the Condition of the Parent and Sub, taken as a whole, or could be reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of Neither the HSR Actexecution, the Securities Act, the Exchange Act, Competition Laws delivery and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery performance of this Agreement by Parent Holdings or Holdingsthe Company, nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the certificate of incorporation or charter, by-laws or other organizational documents of Parent Holdingsthe Company or any of its Subsidiaries, Holdings (ii) require a filing with, or Worldwide; a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or administrative agency or commission (ba "Governmental Entity"), except in connection with or in order to comply with the applicable provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws, the By-Laws of the National Association of Securities Dealers (the "NASD"), the filing and recordation of a Certificate of Merger as required by the NYBCL, and filing with the New York Board of Pharmacy and with the New York State Department of Social Services (as required by 18 NYCRR Section 502.5(b), (iii) except as set forth on Schedule 4.5, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a Lien on any property or asset of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any Contract or of any material note, bond, mortgage, indenture, license, franchisecontract, permitagreement or other instrument or obligation (each, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity a "Contract") to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any material law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Holdingsthe Company, Parent Holdings or Worldwide any of its Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution, delivery and performance of this Agreement by Seller nor the execution, delivery and performance of the HSR ActLocal Purchase Agreements and the Transition Services Agreement, and the other Transaction Documents, by Seller, the Securities ActFH Asset Sellers or the FH Share Sellers, the Exchange Actor any other Affiliate of Seller party thereto, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby and thereby by this AgreementSeller, except for the FH Asset Sellers or the FH Share Sellers, or such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereofAffiliate, will (a) conflict with or result in violate any breach of any provisions provision of the certificate of incorporation or by-laws (or other comparable governing documents) of Parent HoldingsSeller, Holdings any FH Share Seller, FH Asset Seller or Worldwide; any of the Transferred FH Companies or any of the Transferred FH Companies’ Closing Subsidiaries, or any such other Affiliate, (b) require any consent, waiver, approval, license, authorization or permit of, or filing with or notification to (collectively, the “Governmental Filings”), any Governmental Authority except for (i) filings with the Federal Trade Commission (the “FTC”) and with the Antitrust Division of the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls and (iii) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole, (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration of any obligation of Seller, any FH Affiliate (in respect of the FH Business), any of the Transferred FH Companies or their Closing Subsidiaries, or any other Affiliate of Seller, or a loss of any benefit to which Seller, any FH Affiliate (in respect of the FH Business), any of the Transferred FH Companies or their Closing Subsidiaries, or any other Affiliate of Seller, is entitled under, any of the terms, conditions or provisions of any Contract or Permit of any licenseTransferred FH Company or Closing Subsidiary or any Contract or Permit included in the Acquired FH Assets, franchiseexcept such conflicts, permitviolations, concessionbreaches, certificate defaults, terminations, cancellations, accelerations or losses of authoritybenefit which would not, orderindividually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole, (d) result in the creation or imposition of any Encumbrance on the assets of any Transferred FH Companies or any Transferred FH Company’s Closing Subsidiaries, the FH Shares, the FH Business or any Acquired FH Asset (other than Permitted Encumbrances) except for any such Encumbrance which would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole, or (e) assuming the making of the Governmental Filings and obtaining of the related approval, application referred to in clause (b)(i) or registration of(b)(ii) above, from violate any Law applicable to Seller, any FH Affiliate (in respect of the FH Business), any of the Transferred FH Companies or with their Closing Subsidiaries, or any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party other Affiliate of Seller or by which any of them or any of their respective properties or assets Assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults such violations which would not not, individually or in the aggregate have aggregate, reasonably be expected to be material to the FH Business, taken as a Holdings Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the ETLB Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by ETLB of this Agreement or the consummation by Parent Holdings or Holdings ETLB of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon ETLB. Except as set forth on in Section 4.5 2.6 of the Holdings ETLB Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, ETLB nor the consummation by Parent Holdings or Holdings ETLB of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsETLB, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide ETLB is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide ETLB or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on ETLB.

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Distribution Registration Statement, the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act, the Exchange Act, Competition Laws and (c) filings or approvals required under state securities or “blue sky Lawssky” laws, no filing with, (d) the Communications Laws and no permit, authorization, consent (e) the MSV Tag-Along or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure ScheduleMSV ROFR, neither the execution and delivery of this Agreement by Parent Holdings or HoldingsAgreement, nor the consummation by Parent Holdings or Holdings of the transactions contemplated herebyhereby will, nor compliance by Parent Holdings or Holdings with any of the provisions hereofconflict with, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute default under (with or without due notice or lapse of time time, or both) a default (), or give rise to any a right of termination, cancellation or accelerationacceleration of any obligation or loss of a benefit under (i) under, any provision of the termsorganizational documents of SkyTerra, conditions (ii) any material mortgage, indenture, lease, contract or provisions of any Contract other agreement or of any license, franchiseinstrument, permit, concession, certificate of authorityfranchise, license, judgment, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Holdings, Parent Holdings SkyTerra or Worldwide or any of their its properties or assets, except including but not limited to the MSV Documents. Except in connection or in order to comply with the case applicable provisions of clauses (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) and the filing of the Distribution Registration Statement, the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to SkyTerra in connection with the execution and delivery of this Agreement by SkyTerra or the consummation by SkyTerra of the transactions contemplated hereby except for violationssuch consents, breaches authorizations, filings, approvals and registrations which, if not obtained or defaults which made, would not individually or in the aggregate have a Holdings SkyTerra Material Adverse Effect.

Consents and Approvals; No Violations. Except Subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange Act, Competition Laws and state securities or state “blue sky sky” Laws, no and (b) for filing of the applicable Merger Certificates with, and no the acceptance for record of the Merger Certificates by, the SDAT and the DSOS, as applicable, and the filing of the Partnership Merger Certificate with, and acceptance for record of the Partnership Merger Certificate by, the DSOS, none of the execution, delivery or performance of this Agreement by the Parent Parties, the consummation by the Parent Parties of the transactions contemplated hereby or compliance by the Parent Parties with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Parent Governing Documents or the Parent OP Governing Documents or (B) the organizational documents of any Parent Subsidiary, (ii) require any filing by any of the Parent Parties or any Parent Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Entity is necessary for Authority, except (A) (I) the consummation by Parent Holdings or Holdings filing with the SEC of the transactions contemplated by this AgreementForm S-4 and Proxy Statement/Prospectus, except for such filings, permits, authorizations, consents or approvals and the failure declaration of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any effectiveness of the transactions contemplated by this Agreement. Except Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of may be required in connection with this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of and the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with Transfer Taxes, (iii) require any consent or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdingsnotice under, Holdings or Worldwide; (b) result in a violation or breach by Parent or any Parent Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent or any of the Parent Subsidiaries pursuant to any of the terms, conditions or provisions of any Parent Material Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide any Parent Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound; , or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Holdings, Parent Holdings or Worldwide any Parent Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, have, or would reasonably be expected to have, a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or “blue sky Lawssky” laws, the NASDAQ and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any filings under similar merger notification laws or regulations of foreign Governmental Entities (as defined below) and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, with or notice to and no permit, authorization, consent or approval ofof any United States or foreign court or tribunal, any or administrative, governmental or regulatory body, agency or authority (each, a “Governmental Entity Entity”) is necessary for the execution and delivery by the Company of this Agreement or the consummation by Parent Holdings or Holdings the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementhereby. Except as set forth on in Section 4.5 3.6 of the Holdings Disclosure ScheduleLetter, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, the Company nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any a breach of any provisions provision of the certificate respective Certificates of incorporation Incorporation or by-laws bylaws (or similar governing documents) of Parent Holdings, Holdings the Company or Worldwideany Subsidiary; (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) underunder any of the terms, conditions or provisions of any Material Contract (as defined below) to which the Company or any Subsidiary is a party or by which any of them or their respective properties or assets are bound; (iii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any Contract or of (as defined below), other than any licenseMaterial Contract, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings the Company or Worldwide any Subsidiary is a party or by which any of them or any of their respective properties or assets may be are bound; or (civ) violate any order, writ, injunctioninjunction or decree to which the Company or a Subsidiary is subject, decreeor any law, statute, rule or regulation applicable to Holdings, Parent Holdings the Company or Worldwide any Subsidiary or any of their respective properties or assets, except except, in the case of the foregoing clauses (biii) and (c) iv), for violations, breaches or defaults which would not that, individually or in the aggregate have aggregate, would not result in a Holdings Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents, and approvals as may be required under and other applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the HSR Act and the filing and recordation of the Certificate of Merger as required by the DGCL and the OBCA, no filing withwith or notice to, and no permit, authorization, permit authorization consent or approval of, of any Governmental Entity is necessary for the execution and delivery by Parent or Newco of this Agreement or the consummation by Parent Holdings or Holdings Newco of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent on Parent. Neither the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Scheduleexecution, neither the execution delivery and delivery performance of this Agreement by Parent Holdings or HoldingsNewco, nor the consummation by Parent Holdings or Holdings Newco of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of each of the certificate Certificate of incorporation Incorporation or by-laws bylaws (or similar governing documents) of Parent Holdingsand Newco or any of Parent's other subsidiaries, Holdings or Worldwide; (b) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Newco or any of Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide Newco or any of Parent's other subsidiaries or any of their respective properties or assets, except except, in the case of clauses (b) and or (c) ), for violations, breaches or defaults which that would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. Except for applicable requirements of Assuming that (a) the filings required under the HSR Act, Act are made and all applicable waiting periods thereunder have been terminated or expired and (b) the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Consents from Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as Authorities set forth on Section 4.5 2.03(b) of the Holdings Seller Disclosure ScheduleLetter have been obtained, neither the execution and delivery of this Agreement and the Ancillary Agreements by Parent Holdings or Holdings, nor Acquiror and the consummation by Parent Holdings or Holdings Acquiror of the transactions contemplated hereby, nor compliance by Parent Holdings hereby and thereby do not and will not: (i) violate or Holdings conflict with any provision of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the its certificate of incorporation or by-laws of Parent Holdings, Holdings bylaws (or Worldwidethe comparable governing documents); (bii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or by which any of its properties or assets may be bound; (iii) require any Governmental Approval; or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, require any consent or notice, create a penalty or increase in payment or performance obligations under or give rise to any right of termination, cancellation cancellation, suspension, revocation or acceleration) , or result in the creation of any Security Interest upon any of the properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, suspension, revocation, acceleration, penalty or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract or of any licensematerial Contract, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that which would not reasonably be expected to have, individually or in the aggregate have a Holdings Material Adverse Effectaggregate, an Acquiror MAE.

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, Competition Laws and (c) filings or approvals required under state securities or “blue sky Lawssky” laws, no filing with(d) the right of first refusal (the “MSV ROFR”) or the tag-along provisions (the “MSV Tag-Along”) of the MSV Stockholders’ Agreement and (e) the Communications Act of 1934, as amended, and no permitthe rules, authorization, consent regulations or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings policies of the transactions contemplated by this AgreementFederal Communications Commission and any successor thereto (“FCC”) (collectively, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule“Communications Laws”), neither the execution and delivery of this Agreement by Parent Holdings or HoldingsAgreement, nor the consummation of the transactions contemplated hereby will, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of Blocker Corporation, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Blocker Corporation or its properties or assets, including, but not limited to, the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by Parent Holdings or Holdings with respect to Blocker Corporation in connection with the execution and delivery of this Agreement by Blocker Corporation or the consummation by Blocker Corporation of the transactions contemplated hereby, nor compliance by Parent Holdings except for such consents, authorizations, filings, approvals and registrations which, if not obtained or Holdings with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Blocker Corporation Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or “blue sky Lawssky” laws, the Nasdaq National Market and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any filings under similar merger notification laws or regulations of foreign Governmental Entities (as defined below) and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, with or notice to and no permit, authorization, consent or approval ofof any United States or foreign court or tribunal, any or administrative, governmental or regulatory body, agency or authority (each, a “Governmental Entity Entity”) is necessary for the execution and delivery by the Company of this Agreement or the consummation by Parent Holdings or Holdings the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementhereby. Except as set forth on in Section 4.5 3.6 of the Holdings Disclosure ScheduleLetter, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, the Company nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any a breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws bylaws (or similar governing documents) of Parent Holdings, Holdings the Company or Worldwideany Subsidiary; (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) underunder any of the terms, conditions or provisions of any Material Contract (as defined below) to which the Company or any Subsidiary is a party or by which any of them or their respective properties or assets are bound; (iii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any Contract or of (as defined below), other than any licenseMaterial Contract, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings the Company or Worldwide any Subsidiary is a party or by which any of them or any of their respective properties or assets may be are bound; or (civ) violate any order, writ, injunctioninjunction or decree to which the Company or a Subsidiary is subject, decreeor any law, statute, rule or regulation applicable to Holdings, Parent Holdings the Company or Worldwide any Subsidiary or any of their respective properties or assets, except except, in the case of the foregoing clauses (biii) and (c) iv), for violations, breaches or defaults which would not that, individually or in the aggregate have aggregate, would not result in a Holdings Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, the Exchange Act, Competition Laws and (c) filings or approvals required under state securities or “blue sky sky” laws, (d) the MSV ROFR or the MSV Tag-Along and (e) the Communications Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or HoldingsAgreement, nor the consummation by Parent Holdings or Holdings of the transactions contemplated herebyhereby will, nor compliance by Parent Holdings or Holdings with any of the provisions hereofconflict with, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute default under (with or without due notice or lapse of time time, or both) a default (), or give rise to any a right of termination, cancellation or accelerationacceleration of any obligation or loss of a benefit under (i) under, any provision of the termsorganizational documents of SkyTerra, conditions (ii) any material mortgage, indenture, lease, contract or provisions of any Contract other agreement or of any license, franchiseinstrument, permit, concession, certificate of authorityfranchise, license, judgment, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Holdings, Parent Holdings SkyTerra or Worldwide or any of their its properties or assets, except including but not limited to the MSV Documents. Except in connection or in order to comply with the case applicable provisions of clauses (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to SkyTerra in connection with the execution and delivery of this Agreement by SkyTerra or the consummation by SkyTerra of the transactions contemplated hereby except for violationssuch consents, breaches authorizations, filings, approvals and registrations which, if not obtained or defaults which made, would not individually or in the aggregate have a Holdings SkyTerra Material Adverse Effect.

Consents and Approvals; No Violations. Except (i) The execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, including the Merger, require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the filing of any required applications, filings and notices, as applicable, with the New York Stock Exchange (“NYSE”) (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 18-209 of the DLLCA, (C) the filing of applications or notices, and approvals or expiration of applicable waiting periods, required under the HSR Act, (D) compliance with applicable requirements of FINRA (including the submission by the Company and FINRA approval of the FINRA Application (the “FINRA Approval”)), (E) the filing of amendments to the Uniform Application for Investment Advisor Registration on Form ADV of Harvest Capital Strategies LLC, JMP Asset Management LLC and HCAP Advisors LLC (the “Company Investment Advisor Subsidiaries”) and amendments to the Uniform Application for Broker-Dealer Registration on Form BD of the Company Broker-Dealer Subsidiary following the consummation of the Merger, (F) compliance with the applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws including (1) the filing of an information statement of the type contemplated by Rule 14a-101 under the Exchange Act containing the information specified in Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related to the Merger, this Agreement and state securities the Voting Agreement (the “Proxy Statement”) and (2) confirmation from SEC staff (x) that it has no further comments on the Proxy Statement or blue sky Laws, no filing with(y) that the Company may commence mailing the Proxy Statement and (G) the filings or notices required by, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for approvals required under the consummation by Parent Holdings or Holdings rules and regulations of the transactions contemplated by this AgreementGovernmental Authorities set forth on Section 5.1(f)(i)(G) of the Company Disclosure Schedule (the consents, except for such filingsapprovals, permitsorders, authorizations, consents registrations, declarations and filings required under or approvals in connection with any of the failure foregoing clauses (A) through (G) above, the “Required Approvals ”) and (H) any authorization, action or filing, the absence of which to be made or obtained would not not, either individually or in the aggregate (i) aggregate, reasonably be expected to have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect. As of the date hereof, other than with respect to ordinary filing times required to obtain FINRA Approval, the Company is not aware of any reason why the Required Approvals will not be received in order to permit consummation of the Merger on a timely basis.

Consents and Approvals; No Violations. Except Subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange Act, Competition Laws and state securities or state “blue sky sky” Laws, no and (b) for filing of the applicable Company Merger Certificates with, and no the acceptance for record of the Company Merger Certificates by, the Indiana Secretary and the DSOS, as applicable, and the filing of the applicable Partnership Merger Certificates with, and acceptance for record of the Partnership Merger Certificates by, the DSOS and the Indiana Secretary, as applicable, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the consummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent, Parent OP or the Parent Significant Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Parent Governing Documents, the Parent OP Governing Documents or the organizational documents of any Parent Significant Subsidiaries, (ii) require any filing by Parent, Parent OP or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Entity is necessary for Authority, except (A) (I) the consummation by Parent Holdings or Holdings filing with the SEC of the transactions contemplated by this AgreementForm S-4 and Proxy Statement/Prospectus, except for such filings, permits, authorizations, consents or approvals and the failure declaration of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any effectiveness of the transactions contemplated by this Agreement. Except Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of may be required in connection with this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of and the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with Transfer Taxes, (iii) require any consent or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdingsnotice under, Holdings or Worldwide; (b) result in a violation or breach by Parent, Parent OP or any Parent Significant Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent, Parent OP or any of the Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any Parent Material Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent, Parent Holdings, Holdings OP or Worldwide any Parent Significant Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound; , or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to HoldingsParent, Parent Holdings OP or Worldwide any Parent Significant Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have have, or would reasonably be expected to have, a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements Assuming any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to the Securities Actsale of Assets to Buyer are made and any applicable waiting period thereunder has been terminated or has expired, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor Echelon and its Subsidiaries and the consummation by Parent Holdings or Holdings Echelon and its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will not: (a) conflict with violate any provision of the Amended and Restated Articles of Incorporation or result in any breach By-Laws of Echelon or the comparable governing documents of any provisions of the certificate of incorporation or by-laws of Parent HoldingsSubsidiary, Holdings or Worldwidein each case, as amended; (b) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Echelon or any Subsidiary or by which any of the Assets may be bound; (c) except as set forth on Schedule V, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority; or (d) except as set forth on Schedule V, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment, purchase, sale or acceleration) under, or result in the creation of any lien, security interest, mortgage, charge, claim or encumbrance (each, an "Encumbrance") upon any of the Assets under, any of the terms, conditions or provisions of of, any Contract or of any note, bond, mortgage, indenture, license, franchise, permit, concessionagreement, certificate of authoritylease, order, approval, application franchise agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings Echelon or Worldwide any Subsidiary is a party party, or by which any of them it or any of their properties or assets may be respective Assets are bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except Other than as set forth on Section 4.5 Schedule 2.4 of Motient’s disclosure schedule, except in connection with or in order to comply with the applicable provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Holdings Disclosure ScheduleDistribution Registration Statement, the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act of 1933, as amended (the “Securities Act”), (c) filings or approvals required under state securities or “blue sky” laws, (d) the Communications Act of 1934, as amended, and the rules, regulations or policies of the Federal Communications Commission and any successor thereto (“FCC”) (collectively, the “Communications Laws”) and (e) the right of first refusal provisions (the “MSV ROFR”) or the tag-along provisions (the “MSV Tag-Along”) of Sections 8.2(a) or (b) of the Amended and Restated Stockholders’ Agreement (the “MSV GP Stockholders Agreement”) of MSV GP, dated as of November 12, 2004, neither the execution and delivery of this Agreement by Parent Holdings or HoldingsAgreement, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereofwill conflict with, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute default under (with or without due notice or lapse of time time, or both) a default (), or give rise to any a right of termination, cancellation or accelerationacceleration of any obligation or loss of a benefit under (i) under, any provision of the termsorganizational documents of Motient or Sub, conditions (ii) any material mortgage, indenture, lease, contract or provisions of any Contract other agreement or of any license, franchiseinstrument, permit, concession, certificate of authorityfranchise, license, judgment, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Holdings, Parent Holdings Motient or Worldwide Sub or any of their respective properties or assets, except including, but not limited to, the MSV Documents. Except in connection or in order to comply with the case applicable provisions of clauses (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) and the filing of the Distribution Registration Statement, the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to Motient or Sub in connection with the execution and delivery of this Agreement by Motient or Sub or the consummation by Motient or Sub of the transactions contemplated hereby, except for violationssuch consents, breaches authorizations, filings, approvals and registrations which, if not obtained or defaults which made, would not individually or in the aggregate have a Holdings Motient Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws the HSR Act, the filing and state securities or blue sky Laws, no filing withrecordation of articles of merger as required by the IBCL, and no permit, authorization, consent any such filings and approvals as may be required under the "takeover" or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings "blue sky" Laws of the transactions various states and as contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, Purchaser nor the consummation by Parent Holdings or Holdings Purchaser of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate of incorporation charter or by-by- laws of Parent Holdingsor Purchaser, Holdings (ii) require on the part of Parent or Worldwide; Purchaser any filing with, or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority or any third party, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationpayment, or to the creation of a lien or encumbrance) under, under any of the terms, conditions or provisions of any Contract or note, mortgage, indenture, other evidence of any indebtedness, guarantee, license, franchiseagreement or other contract, permit, concession, certificate of authority, order, approval, application instrument or registration of, from or with any Governmental Entity contractual obligation to which Parent HoldingsParent, Holdings Purchaser or Worldwide any of their respective Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HoldingsParent, Parent Holdings or Worldwide Purchaser, any of their Subsidiaries or any of their properties or assets, except for such of the foregoing in the case of clauses (bii), (iii) and (civ) for violations, breaches above that are set forth on Schedule 5.3 or defaults which would not individually or in the aggregate have or constitute a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities No filing with ------------------------------------- or blue sky Laws, no filing withnotice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary required on the part of the Company or any of its ------------------- Subsidiaries for the execution, delivery and performance by the Company of this Agreement or the consummation by Parent Holdings or Holdings the Company of the transactions contemplated by this AgreementTransactions, except for (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the ------- applicable requirements of the Exchange Act and the SEC's rules and regulations promulgated thereunder (iii) the filing and if applicable, recordation of the Certificate of Merger pursuant to the DGCL, or (iv) where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Company Material Adverse Effect or (ii) delay in any material respect or prevent Effect. Neither the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Scheduleexecution, neither the execution delivery and delivery performance of this Agreement by Parent Holdings or Holdings, the Company nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, Transactions will (aA) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or byBy-laws (or similar governing documents) of Parent Holdingsthe Company or of any its Subsidiaries, Holdings or Worldwide; (bB) except as set forth in Section 6.6 of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , other than breaches or defaults under loan agreements resulting from the existence of Indebtedness on the part of the Purchaser, or (cC) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings the Company or Worldwide any of its Subsidiaries or any of their respective properties or assets, except in the case of clauses (bB) and or (cC) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Holdings Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the Securities ActState of Kansas, (c) filings of such pre-acquisition notifications as may be required in certain states, and (d) matters specifically described in the Exchange Actwritten schedule delivered by Purchaser to Seller at or prior to the execution of this Agreement and attached hereto (the "Purchaser's Consent Schedule"), Competition Laws and state securities neither the execution, delivery or blue sky Laws, no performance of this Agreement by Purchaser or Universal nor the consummation by Purchaser or Universal of the transactions contemplated hereby will require on the part of Purchaser or Universal any filing or registration with, and no permitnotification to, or authorization, consent or approval of, any Governmental Entity is necessary for Entity. Except as described in Purchaser's Consent Schedule, neither the execution, delivery or performance of this Agreement by Purchaser or Universal nor the consummation by Parent Holdings Purchaser or Holdings Universal of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate hereby will: (i) have a Holdings Material Adverse Effect or (ii) delay in violate any material respect or prevent the consummation of any provision of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation charter or by-laws of Parent Holdings, Holdings Purchaser or WorldwideUniversal; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation that is material to Purchaser or Universal and to which Parent Holdings, Holdings Purchaser or Worldwide Universal is a party or by which any of them or any of their its properties or assets may be bound; or (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings Purchaser or Worldwide Universal or any of their its properties or assets, ; or (iv) except in the case of clauses (bii) and (ciii) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which would to obtain which could not reasonably be expect to have, individually or in the aggregate have aggregate, a Holdings Material Adverse Effectmaterial adverse affect on the ability of Purchaser or Universal to perform their respective obligations under this Agreement.

Consents and Approvals; No Violations. Except for any applicable requirements of the HSR ActSecurities Exchange Act of 1934, as amended, and all rules and regulations thereunder (the "EXCHANGE ACT"), the Securities ActAct of 1933, as amended, and all rules and regulations thereunder (the "SECURITIES ACT"), the Exchange ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, Competition Laws and state securities or blue sky Lawsas amended (the "HSR ACT"), no filing withthe EC Merger Regulations (as defined below), and no permitthe Communications Act of 1934, authorizationas amended, consent and all rules and regulations promulgated thereunder (the "COMMUNICATIONS ACT"), the filing and recordation of a certificate of merger, or a certificate of ownership and merger, as required by the NYBCL, filing with and approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions New York Stock Exchange, Inc. and the SEC with respect to the delisting and deregistering of the Shares, such filings and approvals as may be required under the "takeover" or "blue sky" Laws of various states, and as disclosed in Section 4.4 of the Disclosure Schedule or as contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals Agreement and the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure ScheduleAncillary Agreements, neither the execution and delivery of this Agreement or the Ancillary Agreements by Parent Holdings the Company or Holdings, any Contracting Subsidiary (to the extent it is a party thereto) nor the consummation by Parent Holdings the Company or Holdings any Contracting Subsidiary (to the extent it is a party thereto) of the transactions contemplated hereby, nor compliance by Parent Holdings hereby or Holdings with any of the provisions hereof, thereby will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of Parent Holdingsthe Company or any Contracting Subsidiary or Retained Subsidiary (other than those Retained Subsidiaries which, Holdings when taken together, would not be a "significant subsidiary" within the meaning of Regulation S-X promulgated under the Securities Act) (any such Retained Subsidiary, other than those described in the preceding parenthetical, herein called a "SIGNIFICANT RETAINED SUBSIDIARY"), (ii) require on the part of the Company or Worldwide; (b) result in any Contracting Subsidiary or a violation or breach ofSignificant Retained Subsidiary any filing with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions obtaining of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.8

Consents and Approvals; No Violations. Except for applicable requirements The execution and delivery of this Agreement does not, and the consummation of the HSR Acttransactions contemplated hereby by Company will not, (a) 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, modification, suspension, cancellation, or acceleration of any obligation or to loss of a material benefit under, or the Securities Actcreation of a Lien on assets under (“Violate”) any provision of the certificate of incorporation or bylaws of Company or the comparable governing instruments of any subsidiary of Company or (b) materially Violate any material loan or credit agreement, the Exchange Actnote, Competition Laws and state securities bond, mortgage, indenture, contract, lease, or blue sky Lawsother written or oral material agreement or instrument, no filing with, and no permit, authorizationconcession, consent franchise, license or approval material Legal Requirement applicable to Company, any CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 33 of its subsidiaries, or any properties or assets of Company or any of its subsidiaries. No consent, approval, order, or authorization of, or registration, declaration, or filing with or exemption by (each a “Government Consent”) any court, administrative agency, or commission or other governmental authority or instrumentality, whether domestic or foreign (each a “Governmental Entity Entity”) is necessary for required by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation by Parent Holdings or Holdings Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals (x) the failure filing of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution premerger notification report and delivery of this Agreement all other required documents by Parent Holdings and Company, and the expiration or Holdingstermination of all applicable waiting periods, nor under the consummation by Parent Holdings or Holdings Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the transactions contemplated hereby“HSR Act”), nor compliance by Parent Holdings or Holdings with and any of the provisions hereof, will similar required foreign antitrust filings (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (bif applicable) and (cy) for violations, breaches or defaults which would not individually or the filing of the Certificate of Merger in accordance with the aggregate have a Holdings Material Adverse EffectDGCL.

Consents and Approvals; No Violations. Except for applicable requirements of the Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976 (the "HSR Act"), the Sexxxxxxxx Xxx xx 0000, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Exchange Actrules and regulations of NASDAQ, Competition Laws and state securities or blue sky Lawslaws, and the filing and recordation of a Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity public body or authority is necessary for the consummation by Parent Holdings or Holdings and Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in Parent Option Agreement and the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Company Option Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure ScheduleSchedule 4.5, neither the execution and delivery of this Agreement, the Parent Option Agreement or the Company Option Agreement by Parent Holdings or Holdings, Sub nor the consummation by Parent Holdings or Holdings Sub of the transactions contemplated herebyhereby or thereby, nor compliance by Parent Holdings or Holdings Sub with any of the provisions hereof, hereof or thereof will (a) conflict with or result in any breach of any provisions of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of Parent Holdingsor of Sub, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HoldingsParent, Parent Holdings or Worldwide any of its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Bolcan Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the HSR Act, the rules of FINRA, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery by Bolcan of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings Bolcan of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Bolcan. Neither the execution, delivery and performance of this Agreement by Bolcan nor compliance the consummation by Parent Holdings or Holdings with any Bolcan of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsBolcan, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Bolcan is a party or by which any of them it or any of their its properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide Bolcan or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on Bolcan.

Consents and Approvals; No Violations. Except for Assuming (a) the applicable requirements of the HSR Act, the Securities Act, Act and the Exchange ActAct have been satisfied, Competition Laws and (b) the requirements under any applicable state securities or blue sky LawsLaws have been satisfied, no (c) the requirements of the NASDAQ in respect of the listing of the shares of Victory Common Stock to be issued hereunder have been satisfied, (d) the filing withof the Certificates of Merger and other appropriate merger documents, if any, as required by the DLLCA and the NYBCL, have been made, (e) the requirements of any Takeover Statute have been satisfied, and no permit(f) the Chucktaylor Shareholder Approval is obtained, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement and the Other Transaction Agreements by Parent Holdings or Holdings, nor Chucktaylor and the consummation by Parent Holdings or Holdings Chucktaylor of the transactions contemplated hereby, nor compliance by Parent Holdings Transactions do not and will not: (i) violate or Holdings conflict with any provision of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the its certificate of incorporation or by-laws laws, (ii) violate or conflict with any Law or Order of Parent Holdingsany Governmental Authority applicable to Chucktaylor by which any of its properties or assets may be bound, Holdings (iii) require any Governmental Approval, or Worldwide; (biv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) , or result in the creation of any Security Interest in effect as of the Closing upon any properties or Assets of Chucktaylor or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract or of any licenseChucktaylor Contract, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except excluding in the case of clauses clause (biv) and (c) for above, conflicts, violations, breaches or defaults which breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Holdings Material Adverse EffectChucktaylor MAE.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities No filing with or blue sky Laws, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is necessary required on the part of Parent, the Sellers and the IP Seller for the execution, delivery and performance by Parent, the Sellers, the IP Seller or their applicable Affiliates of this Agreement or the Ancillary Agreements or the consummation by Parent Holdings Parent, the Sellers or Holdings the IP Seller of the transactions contemplated by this AgreementAgreement or the Ancillary Agreements, except for (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with any applicable requirements of the Competition Act; (iii) compliance with any state or federal licenses or permits relating to the Business; or (iv) any such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not individually or have a Material Adverse Effect. Assuming compliance with the items described in the aggregate clauses (i) have a Holdings Material Adverse Effect through (iv) of the preceding sentence, neither the execution, delivery and performance of this Agreement or (ii) delay in any material respect the Ancillary Agreements by Parent, the Sellers, the IP Seller or prevent their applicable Affiliates, nor the consummation of any by Parent, the Sellers, the IP Seller or their applicable Affiliates of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of Agreement or the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, Ancillary Agreements will (aA) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of Parent HoldingsParent, Holdings the Sellers, the IP Seller or Worldwide; any of their Affiliates party to the Ancillary Agreements, or any Transferred Company or any Subsidiary thereof, (bB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) or require a consent of or other action by any Person under, any of the terms, conditions or provisions of any Contract Contract, or of (C) violate or infringe any license, franchise, permit, concession, certificate of authority, order, approval, application Law applicable to any Transferred Company or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them Subsidiary thereof or any of their properties or assets may be bound; or (c) violate any orderrespective properties, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties rights or assets, except in the case of clauses (bB) and or (cC) for breaches, violations, breaches infringements, defaults, Liens or defaults which other rights or consents that would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the “HSR ACT”), the rules of the Financial Industry Regulatory Authority (“FINRA”), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the GRMI Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity Entity”) is necessary for the execution and delivery by GRMI of this Agreement or the consummation by Parent Holdings or Holdings GRMI of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon GRMI. Except as set forth on in Section 4.5 2.6 of the Holdings GRMI Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, GRMI nor the consummation by Parent Holdings or Holdings GRMI of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsGRMI, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide GRMI is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide GRMI or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on GRMI.

Consents and Approvals; No Violations. Except for Subject to the receipt of the Required Parent Shareholder Approval, the filing of the Domestication documents, the filing of the First Certificate of Merger, the filing of the Second Certificate of Merger, the filing of any Parent SEC Documents and the applicable requirements of the HSR Act, and assuming the Securities Act, the Exchange Act, Competition Laws truth and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings accuracy of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals Company’s representations and warranties contained in Section 3.5 and the failure representations and warranties of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay Company and the Equity Holders contained in any material respect or prevent the consummation of any of the transactions contemplated by this Ancillary Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdingsany Ancillary Agreement to which Parent, Merger Sub I or Merger Sub II is a party nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings hereby or Holdings with any of the provisions hereof, thereby will (a) conflict with or result in any material breach of any provisions provision of the certificate Governing Documents of incorporation Parent, Merger Sub I or by-laws of Parent HoldingsMerger Sub II, Holdings or Worldwide; (b) require any material filing with, or the obtaining of any material consent or material approval of, any Governmental Entity by Parent, Merger Sub I or Merger Sub II, (c) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any material right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or material note, mortgage, other evidence of any indebtedness, guarantee, license, franchiseagreement, permitlease or other material contract, concession, certificate of authority, order, approval, application instrument or registration of, from or with any Governmental Entity obligation to which Parent HoldingsParent, Holdings Merger Sub I or Worldwide Merger Sub II is a party or by which any of them Parent, Merger Sub I or Merger Sub II or any of their properties or respective assets may be bound; , or (cd) violate in any order, writ, injunction, decree, statute, rule or regulation material respect any material Law applicable to HoldingsParent, Parent Holdings Merger Sub I or Worldwide or any of their properties or assetsMerger Sub II, except except, in the case of clauses (b), (c) and (cd) of this Section 4.4, for violations, breaches or defaults violations which would not individually prevent or in delay the aggregate have consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent, Merger Sub I or Merger Sub II is a Holdings Material Adverse Effectparty, including the payment of the Merger Consideration and other amounts to be paid or caused to be paid by Parent, Merger Sub I or Merger Sub II at the Closing.

Consents and Approvals; No Violations. (a) Except (i) for (A) applicable requirements of the HSR Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Exchange Investment Company Act of 1940, as amended (the "Investment Company Act"), Competition Laws and the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), NASD, Inc. ("NASD"), state laws relating to takeovers, state securities or blue sky Lawslaws, state insurance laws and the regulations promulgated thereunder and the filing of the Pennsylvania Filings and the Articles of Merger under Applicable Law, (B) filings required to be made with the New York Stock Exchange ("NYSE"), (C) exemptions by the U.S. Department of Labor under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or (D) the filing of appropriate documents with, and approval of, the insurance regulatory authorities in Pennsylvania, Delaware and any other relevant jurisdiction (the requirements in clauses (A), (B), (C) and (D), collectively, the "Governmental Requirements"), or (ii) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission, board, legislature, instrumentality, division, department, public body or other authority (each, a "Government Entity") would not prevent or delay the consummation of the Merger or the transactions contemplated by this Agreement, or otherwise prevent Sponsor or Merger Sub from performing their respective obligations under this Agreement, or individually or in the aggregate have or be reasonably likely to result in a Sponsor Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Government Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreementexecution, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution delivery and delivery performance of this Agreement by Parent Holdings or Holdings, nor Sponsor and Merger Sub and the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 3.4 of the Disclosure Schedule and for all filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act (as defined herein), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Competition Laws and the state securities or "blue sky Lawssky" laws, no state takeover laws, and for the approval of the Merger by Barefoot's stockholders and the filing and recordation of the Certificate of Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement nor the consummation by Barefoot of the transactions contemplated hereby nor compliance by Barefoot with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or by-laws or similar organizational documents of Barefoot or of any of its subsidiaries, (ii) require any filing with, and no or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, commission or agency (a "Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this AgreementEntity"), except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in the aggregate (i) have a Holdings Material Adverse Effect material adverse effect on Barefoot and its subsidiaries taken as a whole and would not, or (ii) delay in any material respect would not be reasonably likely to, materially impair the ability of Barefoot, ServiceMaster or prevent MergerSub to consummate the consummation of any of Offer, the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of Merger or the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the other transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or note, bond, mortgage, indenture, guarantee, other evidence of any indebtedness (collectively, the "Debt Instruments"), lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings Barefoot or Worldwide any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound (a "Barefoot Agreement") or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HoldingsBarefoot, Parent Holdings or Worldwide any of its subsidiaries or any of their properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effectmaterial adverse effect on Barefoot and its subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for Assuming (a) the filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”) and any other applicable Antitrust Law, are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the HSR Act, the Securities Act, Act and the Exchange ActAct are met, Competition Laws and state securities or blue sky Lawsincluding the filing with the SEC of a proxy statement in definitive form that will be mailed to Apple Shareholders in connection with the Apple Shareholders Meeting (the “Proxy Statement”), no filing with(c) the required notices to the NYSE related to the Transactions are delivered, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for (d) the consummation by Parent Holdings or Holdings filing of the transactions contemplated Certificate of Merger and other appropriate merger documents, if any, as required by this Agreementthe FBCA, except for such filingsare made, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdingsand MergerSub, nor as applicable, and the consummation by Parent Holdings or Holdings and MergerSub of the transactions contemplated herebyTransactions, nor compliance by Parent Holdings do not and will not (i) violate or Holdings conflict with any provision of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate their respective certificates of incorporation or by-laws bylaws or the comparable governing documents of Parent Holdingsor MergerSub, Holdings (ii) violate or Worldwide; conflict with any Law or Order applicable to Parent or MergerSub or by which any of their respective properties or assets may be bound, (biii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or MergerSub under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide MergerSub is a party or by which any of them Parent or any of their properties or assets MergerSub may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except excluding in the case of clauses (biii) and (civ) for above, conflicts, violations, breaches or defaults breaches, defaults, rights of termination, cancellations, accelerations, increases, losses and creations and impositions of Encumbrances which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws"), no filing with, and no permit, authorization, consent or approval ofof any federal, state, local, municipal or foreign or other government or governmental agency or body ("Governmental Entity") or any Governmental Entity third party, is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any Seller Entity of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or Holdings, any Seller Entity nor the consummation by Parent Holdings or Holdings any Seller Entity of the transactions contemplated hereby, by this Agreement nor compliance by Parent Holdings or Holdings any Seller Entity with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Parent Holdingsany Seller Entity, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or accelerationacceleration or loss of material benefits) under, any of the terms, conditions or provisions of any Contract or of any licensenote, franchisebond, mortgage, indenture, contract, agreement, permit, concessionlicense, certificate of authoritylease, purchase order, approvalsales order, application arrangement or registration of, from other commitment or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide any Seller Entity is a party or by which any of them or any of their properties or assets may be bound; subject or which is included in the Assets or the Assumed Liabilities or (ciii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Holdingsany Seller Entity, Parent Holdings the Assets or Worldwide or any of their properties or assetsthe Assumed Liabilities, except in the case of clauses (bii) and or (c) iii), for violations, breaches or defaults which would not individually or (x) in the aggregate aggregate, have or would be reasonably likely to have a Holdings material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Business, Assets or Assumed Liabilities or (y) prevent or significantly delay the consummation of the transactions contemplated hereby (in either case, a "Material Adverse Effect").

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Nasdaq National Market and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any filings under similar merger notification laws or rxxxxxxxxxx xx foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, with or notice to and no permit, authorization, consent or approval ofof any United States or foreign court or tribunal, any Governmental Entity or administrative, governmental or regulatory body, agency or authority (each a "GOVERNMENTAL ENTITY") is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery by the Company of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by the Company nor compliance the consummation by Parent Holdings or Holdings with any the Company of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any a breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent Holdings, Holdings the Company or Worldwideany Subsidiary; (bii) except as set forth in Section 2.6 of the Disclosure Letter, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings the Company or Worldwide any Subsidiary is a party or by which any of them or any of their respective properties or assets may be are bound; or (ciii) except as set forth in Section 2.6 of the Disclosure Letter, violate any order, writ, injunction, decreedecree to which the Company or a Subsidiary is subject, or any law, statute, rule or regulation applicable to Holdings, Parent Holdings the Company or Worldwide any Subsidiary or any of their respective properties or assetsassets except, except in the case of the foregoing clauses (bii) and (c) iii), for violations, breaches or defaults which that would not not, individually or in the aggregate have a Holdings Material Adverse Effectaggregate, result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company or any Subsidiary exceeding Two Hundred Thousand Dollars ($200,000).

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the Coronado Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by Coronado of this Agreement or the consummation by Parent Holdings or Holdings Coronado of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon Coronado. Except as set forth on in Section 4.5 2.6 of the Holdings Coronado Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, Coronado nor the consummation by Parent Holdings or Holdings Coronado of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsCoronado, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Coronado is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide Coronado or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on Coronado.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, delivery or performance of this Agreement or the Securities ActStatutory Merger Agreement by Parent and Merger Sub, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings and Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents Merger or approvals the failure of which to be made any other Transactions or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings Merger Sub with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation organizational or by-laws governing documents of Parent Holdingsor Merger Sub, Holdings or Worldwide; (b) require any filing or notification by Parent or any of its Subsidiaries with or to, or the obtaining of any permit, authorization, consent, approval or waiting period expiration or termination of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including such filings with the SEC as may be required to be made on behalf of Parent and Merger Sub in connection with this Agreement and the Merger, (ii) compliance with the applicable rules and regulations of the NASDAQ Global Select Market and the Prague Stock Exchange, (iii) the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, (iv) the approval of the Bermuda Monetary Authority pursuant to the Exchange Control Xxx 0000 and related regulations regarding the change of ownership of the Company, (v) the Required Competition Approvals, (vi) the Required Communications Approvals and (vii) compliance with applicable state securities or blue sky laws), (c) automatically result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right, including any right of termination, cancellation amendment, cancelation or acceleration) , under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity material contract to which Parent Holdings, Holdings or Worldwide any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (cd) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to HoldingsParent or Merger Sub, Parent Holdings or Worldwide any of their Subsidiaries, or any of their properties or assets, ; except in the case each of clauses (b) and ), (c) for or (d) where (1) any failure to obtain such permits, authorizations, consents or approvals, (2) any failure to make such filings or (3) any such modifications, violations, rights, breaches or defaults which would not not, individually or in the aggregate have a Holdings Material Adverse Effectaggregate, impair or delay in any material respect the ability of each Parent or Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of the Transactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the ‘‘HSR Act’’), the rules of the Financial Industry Regulatory Authority (“FINRA”), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the XXXXXXXXX Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity Entity”) is necessary for the execution and delivery by XXXXXXXXX and SUB CO of this Agreement or the consummation by Parent Holdings or Holdings XXXXXXXXX and SUB CO of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect on XXXXXXXXX or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementSUB CO. Except as set forth on in Section 4.5 2.6 of the Holdings XXXXXXXXX Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, XXXXXXXXX and SUB CO nor the consummation by Parent Holdings XXXXXXXXX or Holdings SUB CO of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsXXXXXXXXX or SUB CO, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide XXXXXXXXX is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide XXXXXXXXX or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on XXXXXXXXX or SUB CO.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.5 of the PCG Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by PCG of this Agreement or the consummation by Parent Holdings or Holdings PCG of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon PCG. Except as set forth on in Section 4.5 2.5 of the Holdings PCG Disclosure Schedule, neither the execution and execution, delivery nor performance of this Agreement by Parent Holdings or Holdings, PCG nor the consummation by Parent Holdings or Holdings PCG of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsPCG, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide PCG is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide PCG or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on PCG.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, the HSR Act, any other Antitrust Law, the filing and acceptance for record of the Articles of Merger as required by the MGCL, as otherwise set forth in Section 4.7 to the Parent Disclosure Schedule, and such other filings, permits, authorizations, consents and approvals which, if not obtained or made, are not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole no filing withwith or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the Option Agreement or the consummation by Parent Holdings or Holdings Merger Sub of the transactions contemplated hereby or thereby. The execution, delivery, and performance of this Agreement and the Option Agreement by this Agreement, except for such filings, permits, authorizations, consents Parent or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent Merger Sub and the consummation of any by Parent or Merger Sub of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution hereby and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, thereby will (a) conflict with or not result in any breach violation of any provisions of the certificate of incorporation or by-laws of Parent Holdingsconflict with, Holdings or Worldwide; (b) result in constitute a violation or breach of, or constitute default under (with or without due notice or lapse of time or both) a default (), require any consent, waiver or give rise to notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right of termination, cancellation or acceleration) obligation under, (i) the respective certificate or articles of incorporation or bylaws of Parent or the charter and bylaws of Merger Sub, (ii) any of the termsagreement, conditions note, bond, mortgage, indenture, contract, lease, permit or provisions of any Contract other obligation or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity right to which Parent Holdings, Holdings or Worldwide Merger Sub is a party or by which any of them their respective assets or any of their properties or assets may be is bound; , or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assetsLaw, except in the case of clauses (bii) and or (ciii) for violationswhere any of the foregoing is not reasonably expected to have, breaches or defaults which would not individually or in the aggregate have aggregate, a Holdings Material Adverse EffectEffect on Parent and its subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX Xxx"), xxxte securities or approvals blue sky laws, the failure TBCA and the NJBCA, neither the execution, delivery or performance of which to be made or obtained would not individually or in this Agreement by the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent Company nor the consummation of any by the Company of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, hereby nor compliance by Parent Holdings or Holdings the Company with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate articles of incorporation or by-laws or similar organizational docu ments of Parent Holdingsthe Company or of any of its Subsidiaries, Holdings (ii) require any filing with, or Worldwide; permit, authorization, con sent or approval of, any court, arbitral tribunal, admin istrative agency or commission or other governmental or other regulatory authority or agency (ba "Governmental Entity"), except where the failure to obtain such per mits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the Company and its Subsidiaries taken as a whole, (iii) except for the 9 3/8% Senior Notes due February 1, 2007 (the "Senior Notes") and the Credit Agreement between the Company and The Frost National Bank, dated February 20, 1997 (relating to a $50.0 million working capital revolv ing facility), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of terminationtermina tion, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound and which has been (or was required by law to have been) filed as an exhibit to the Company SEC Documents (as defined in Section 3.5 hereof) filed prior to the date hereof (the "Material Agreements") or (civ) violate any order, writ, injunction, decree, statute, rule or regulation regula tion applicable to Holdingsthe Company, Parent Holdings or Worldwide any of its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (biii) and (c) for iv), violations, breaches or defaults which would not not, individually or in the aggregate aggre gate, have a Holdings Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries taken as a whole, and which will not materially impair the ability of the Company to consum mate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (a) applicable requirements of the Exchange Act, including the filing with and clearing by the SEC of the Form S-4, (b) the filing of a Pre-Merger Notification and Report Form by Old Davel and the expiration or termination of the waiting period under the HSR Act, (c) the Securities Actfiling of the PhoneTel Certificate of Merger as required by Ohio Law and the filing of the Davel Articles of Merger as required by Illinois Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Exchange ActTransaction, Competition Laws (e) filings with the Nasdaq Stock Market to permit the shares of New Davel Common Stock that are to be issued in the Transaction to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance, and to continue to be listed on the Nasdaq Stock Market following the Closing Date, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required by state securities public utility or public service commissions or under the corporation, takeover or blue sky Lawslaws of various states, no filing withwith or prior notice to, and no permit, authorization, consent or approval of, of any Governmental Entity is necessary for the consummation by Parent Holdings Old Davel, New Davel, D Sub or Holdings P Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementTransaction. Except as set forth on in Section 4.5 4.05 of the Holdings Davel Disclosure ScheduleLetter, neither the execution and delivery of this Agreement by Parent Holdings Old Davel, New Davel, D Sub or HoldingsP Sub, nor the consummation by Parent Holdings Old Davel, New Davel, D Sub or Holdings P Sub of the transactions contemplated hereby, Transaction nor compliance by Parent Holdings Old Davel, New Davel, D Sub or Holdings P Sub with any of the provisions hereof, will (ai) conflict with or result in any breach violation of any provisions provision of the certificate articles of incorporation or by-laws bylaws, or comparable organizational documents, of Parent HoldingsOld Davel or any Davel Subsidiary, Holdings or Worldwide; (bii) at the PhoneTel Effective Time, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the termsnote, conditions or provisions of any Contract or of any bond, mortgage indenture, license, franchise, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings Old Davel or Worldwide any Davel Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound; , or (ciii) subject to the governmental filings and other matters referred to above in this Section 4.05, violate any Federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings Old Davel or Worldwide any Davel Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (bii) and (ciii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, be reasonably expected to have a Holdings Davel Material Adverse Effect.. Section 4.06

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the TAM Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by TAM of this Agreement or the consummation by Parent Holdings or Holdings TAM of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon TAM. Except as set forth on in Section 4.5 2.6 of the Holdings TAM Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, TAM nor the consummation by Parent Holdings or Holdings TAM of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsTAM, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide TAM is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide TAM or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on TAM.

Consents and Approvals; No Violations. Except for (a) ------------------------------------- applicable requirements of the HSR Act, the Securities Act, Act and the Exchange Act, Competition Laws including the filing with and clearing by the SEC of the Form S-4 and the Proxy Statement, (b) the filing of a Pre-Merger Notification and Report Form by Parent or Holdings and the expiration or termination of the waiting period under the HSR Act, (c) the filing of the Certificate of Merger as required by New York Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Transaction, (e) filings with the Nasdaq Stock Market to permit the shares of Parent Common Stock that are to be issued in the Transaction to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance, and to continue to be listed on the Nasdaq Stock Market following the Closing Date (as defined below), and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state securities or municipality or under the corporation, takeover or blue sky Lawslaws of various states, no filing withwith or prior notice to, and no permit, authorization, consent or approval of, of any Governmental Entity is necessary for the consummation by either Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementTransaction. Except as set forth on Section 4.5 of the Holdings Disclosure Schedulein Schedule -------- 4.05 hereto, neither the execution and delivery of this Agreement by Parent Holdings or and ---- Holdings, nor the consummation by Parent Holdings or and Holdings of the transactions transaction contemplated hereby, hereby nor compliance by Parent Holdings or and Holdings with any of the provisions hereof, will (ai) conflict with or result in any breach violation of any provisions provision of the certificate articles of incorporation or by-laws bylaws, or comparable organizational documents, of Parent HoldingsParent, Holdings or Worldwide; any Parent Subsidiary, (bii) at the Effective Time, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage indenture, license, franchise, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent HoldingsParent, Holdings or Worldwide any Parent Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound; , or (ciii) assuming that all filings, consents and approvals contemplated by the first sentence of this Section 4.05 have been or shall have been made or obtained, violate any Federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to HoldingsParent, Parent Holdings or Worldwide any Parent Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (bii) and (ciii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, be reasonably expected to have a Holdings Parent Material Adverse EffectEffect or impair materially Parent's ability to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on in Section 4.5 2.5 of the Holdings Seller Disclosure ScheduleLetter, neither the execution and delivery of this Agreement or any Ancillary Agreement by Parent Holdings or HoldingsSeller and of the Assignment Agreement and the License Agreement by Xxxxx, nor the consummation by Parent Holdings or Holdings Seller and Savannah of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any this Agreement and the Ancillary Agreements to which Seller is a party and the consummation by Xxxxx of the provisions hereof, transactions contemplated by the Assignment Agreement and the License Agreement will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Parent HoldingsSeller, Holdings Savannah, Xxxxx or Worldwide; any of the Companies, (b) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any material right of termination, cancellation cancellation, acceleration or accelerationthe loss of a material benefit) under, or require any consent under or result in the creation of any Lien under, any material note, bond, mortgage, deed of trust, indenture, lease, license, commitment, contract, agreement or other material instrument, obligation or arrangement to which Seller, Savannah, Xxxxx or any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide Companies is a party or by which any of them or any of their respective properties or assets may be bound; are bound or affected, (c) violate or conflict with any judgment, order, writ, injunction, decree, law, statute, rule rule, regulation or regulation ordinance (collectively, "Laws" and, individually, a "Law") applicable to HoldingsSeller, Parent Holdings Savannah, Xxxxx or Worldwide any of the Companies or any of their respective properties or assets, or (d) require any notice to, filing with, or the obtaining of any permit, authorization, consent or approval of or any action by, any governmental or regulatory authority, domestic or foreign, except in the case of clauses (b), (c) and (cd) of this Section 2.5 for any such violations, breaches breaches, defaults, rights of termination, cancellation or defaults which would not acceleration or requirements which, individually or in the aggregate have aggregate, would not adversely affect the ability of Seller, Savannah or Xxxxx to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, or which become applicable as a Holdings Material Adverse Effectresult of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, Buyer.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe Securities Act of 1933, as amended (the "Securities Act"), the Securities ActExchange Act of 1934, as amended (the "Exchange Act"), Competition Laws and state laws relating to takeovers, if applicable, state securities or blue sky Lawslaws, and the filing and recordation of appropriate articles of merger (the "Articles of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the Pennsylvania Business Corporation Law, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity Authority (as hereinafter defined) is necessary for the consummation by Parent Holdings or Holdings Rent- Way of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Rent-Way Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementEffect. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or Holdings, Rent-Way nor the consummation by Parent Holdings or Holdings Rent-Way of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings Rent-Way with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate Articles of incorporation Incorporation or byBy-laws Laws of Parent HoldingsRent-Way or any of the Rent-Way Subsidiaries, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due the notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings Rent-Way or Worldwide any of the Rent-Way Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings Rent-Way or Worldwide any of the Rent-Way Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Rent-Way Material Adverse Effect.. Section 4.6

Consents and Approvals; No Violations. Except for Assuming (a) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the consents from Governmental Authorities set forth on Section 2.03(b) of the Parent Disclosure Letter have been obtained, (c) the applicable requirements of the HSR Act, the Securities Act, Act and the Exchange ActAct are met, Competition Laws and (d) the requirements under any applicable state securities or blue sky LawsLaws are met, no (e) the requirements of the NASDAQ in respect of the listing of the shares of Acquiror Common Stock to be issued hereunder are met, (f) the filing withof the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, and no permit(g) the Acquiror Stockholder Approval is obtained, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement and the Other Transaction Agreements by Parent Holdings or HoldingsAcquiror and Merger Sub, nor as applicable, and the consummation by Parent Holdings or Holdings Acquiror and Merger Sub of the transactions contemplated hereby, nor compliance by Parent Holdings Transactions do not and will not: (i) violate or Holdings conflict with any provision of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate their respective certificates of incorporation or by-laws of Parent Holdings, Holdings bylaws (or Worldwidethe comparable governing documents); (bii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or Merger Sub or by which any of their respective properties or assets may be bound; (iii) require any Governmental Approval; or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) , or result in the creation of any Security Interest upon any of the properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract or of any licenseAcquiror Material Contract, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches or defaults which breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or in the aggregate have a Holdings Material Adverse Effectaggregate, an Acquiror MAE.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR ActCompany’s representations and warranties contained in Section 4.5, and the Securities Act, Sellers’ and the Exchange Act, Competition Laws Representative’s representations and state securities or blue sky Lawswarranties contained in Section 5.1(b), no filing material notices to, filings with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of Governmental Entity are necessary for the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by Parent Holdings and Merger Sub or Holdingsthe Ancillary Documents to which Parent or Merger Sub are a party or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing of the Certificate of Merger and (iii) those set forth on Schedule 6.3 of the Parent Disclosure Schedules. Neither the execution, delivery nor performance by Parent or Merger Sub of this Agreement or the Ancillary Documents to which Parent or Merger Sub are, or are specified to be, a party nor the consummation by Parent Holdings or Holdings Merger Sub of the transactions contemplated hereby, nor compliance by Parent Holdings hereby or Holdings with any of the provisions hereof, thereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation Parent’s or by-laws of Parent HoldingsMerger Sub’s Governing Documents, Holdings or Worldwide; (b) except as set forth on Schedule 6.3 of the Parent Disclosure Schedules, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any material Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule Order or regulation applicable Applicable Law to Holdings, which Parent Holdings or Worldwide Merger Sub or any of their respective properties or assetsassets are subject to or bound, except in the case of clauses (b) and (c) above, for violations, breaches or defaults violations which would not reasonably be expected to result in, individually or in the aggregate have aggregate, a Holdings Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.2(c), except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the applicable requirements of filings required by the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing withwith or notice to, and no permit, authorization, consent or approval of, any Governmental Entity Authority is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent Holdings or Holdings Merger Sub of the transactions contemplated by this Agreementhereby, except for applicable requirements, if any, of the Exchange Act of 1934, as amended (the “Exchange Act”), Federal and state securities laws and the NASDAQ NMS and where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect on the ability of Parent or (ii) delay in any material respect or prevent Merger Sub to consummate the consummation of any of Merger. Neither the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Scheduleexecution, neither the execution delivery and delivery performance of this Agreement by Parent Holdings or Holdings, Merger Sub nor the consummation by Parent Holdings or Holdings Merger Sub of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent Holdingsor Merger Sub, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) Default under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Holdings, Parent Holdings or Worldwide Merger Sub or any of Parent’s subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and or (c) for violations, breaches or defaults Defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on the ability of Parent or Merger Sub to consummate the Merger.

Consents and Approvals; No Violations. Except for applicable requirements as listed on Section 5.4 of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky LawsCompany Disclosure Schedule, no material filing withwith or notice to, and no material permit, authorization, registration, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, authority or other entity (a “Governmental Entity Entity”) is necessary required on the part of the Company or any of its Subsidiaries for the execution, delivery and performance by the Company of this Agreement or the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings Company of the transactions contemplated hereby, nor except (i) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder the “Exchange Act”) (ii) the filing of the Certificate of Merger pursuant to the MBCA, (iii) compliance by Parent Holdings or Holdings with applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iv) compliance with any applicable NASD or NASDAQ requirements, or (v) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters. Except as otherwise listed on Section 5.4 of the provisions hereofCompany Disclosure Schedule, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (aA) conflict with or result in any breach breach, violation or infringement of any provisions provision of the respective articles or certificate of incorporation or by-laws (or similar governing documents) of Parent Holdingsthe Company or of any of its Subsidiaries, Holdings or Worldwide; (bB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, guaranty, lease, license, franchisecontract, permitagreement or other instrument or obligation, concessionwhether written or oral (each a “Contract”), certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , (C) change the rights or obligations of any party under any Contract, or (cD) violate or infringe any order, writ, injunction, judgment, arbitration award, agency requirement, decree, law, statute, ordinance, rule or regulation regulation, concession, franchise, permit, license or other governmental authorization or approval (each 10 a “Law”) applicable to Holdings, Parent Holdings the Company or Worldwide any of its Subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on in Section 4.5 2.03 of the Holdings Seller Disclosure ScheduleLetter and assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, neither as amended (the “HSR Act”), are made and the waiting periods thereunder have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied and (b) the Governmental Approvals set forth in Section 2.03 of the Seller Disclosure Letter have been made or obtained, the execution and delivery of this Agreement and the Ancillary Agreements by Parent Holdings or HoldingsSeller and, nor if applicable, its Subsidiaries, and the consummation by Parent Holdings or Holdings Seller and, if applicable, its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent Holdings hereby and thereby do not and will not (i) violate or Holdings conflict with any provision of their respective Organizational Documents, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries in respect of the provisions hereofFoxtail Business, will (aiii) conflict with require any Governmental Approval, or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (biv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration) , or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract or of any licenseFoxtail Material Contract, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults losses which would not reasonably be expected, individually or in the aggregate have a Holdings Material Adverse Effectaggregate, to be material to the Foxtail Business. The execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the creation of any Security Interests against the Seller, any of its Subsidiaries, the Acquired Assets or the Assumed Liabilities.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the EGX Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by EGX of this Agreement or the consummation by Parent Holdings or Holdings EGX of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon EGX. Except as set forth on in Section 4.5 2.6 of the Holdings EGX Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, EGX nor the consummation by Parent Holdings or Holdings EGX of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsEGX, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide EGX is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide EGX or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on EGX.

Consents and Approvals; No Violations. Except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the HSR Act, the Securities Act, the Act and Exchange Act, Competition Laws and collectively, the "Governmental Requirements"), state securities or blue sky Lawslaws, state and local laws and regulations relating to licensing, and the filing of the Documents of Merger as required by the Delaware Law, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity court or tribunal or administrative, governmental or regulatory body, agency or authority ("Government Entity") is necessary for the execution, delivery and performance of this Agreement by Woodward-Clyde for the consummation by Parent Holdings or Holdings Woodward-Clyde of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated trxxxxxxxxxx xxxtemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure ScheduleNxxxxxx xxx xxxcution, neither the execution and delivery nor performance of this Agreement by Parent Holdings or HoldingsWoodward-Clyde, nor the consummation by Parent Holdings or Holdings Woodward-Clyde of the transactions contemplated transacxxxxx xxxxxxxlated hereby, nor compliance by Parent Holdings or Holdings compliancx xx Xxxxxxxx-Clyde with any of the provisions hereof, will (ai) conflict with or result wxxx xx xxxxxx in any breach of any provisions of the Certificate of Incorporation or Bylaws of Woodward-Clyde or the articles or certificate of incorporation incorporation, as xxx xxxx xxx xe, or byBylaws of any of the Woodward-laws of Parent HoldingsClyde Subsidiaries, Holdings or Worldwide; (bii) except as set forth in Section 4.0(xx) xx xxx Woodward-Clyde Disclosure Letter, result in a violation or breach of, or constitute xx xxxxxxxxxe (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration, vesting, payment, exercise, suspension or accelerationrevocation) under, any of the terms, conditions or provisions of any Contract or note, bond, mortgage, deed of any trust, security interest, indenture, license, franchisecontract, permitagreement, concession, certificate of authority, order, approval, application plan or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings Woodward-Clyde or Worldwide any of the Woodward-Clyde Subsidiaries is a party or by which any ox xx xxxxx xxy of them or any of their properties anx xx xxxxx xxoperties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effect.affected,

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the The execution and delivery of this Agreement by Parent Holdings or Holdings, nor Seller and the consummation by Parent Holdings or Holdings Seller of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with hereby will not: (i) violate any provision of the provisions hereof, will (a) conflict with charter documents or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or WorldwideSeller; (bii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Seller or any of its Subsidiaries or by which any of its properties or assets may be bound, except such violations which would not have a Material Adverse Effect on the Business; (iii) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than the filing of a pre-merger notification with the Federal Trade Commission and the Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, (as amended (the "HSR Act"), except where the failure to make such filing, or obtain such permit, consent or approval, or give such notice would not have a Material Adverse Effect on the Business, or (iv) result in a violation violation, termination or breach of, or conflict with, constitute (with or without due the giving of notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment, or acceleration) under, result in the creation of any lien, security interest, charge or encumbrance upon any of the Acquired Assets or under any of the Assumed Contracts, result in the forfeiture of any rights, entitlements or privileges of the Business or under any of the Assumed Contracts, create any right or entitlement (including, without limitation, to employment or compensation) not expressly provided for herein, or require the consent or approval of any party under any of the terms, conditions or provisions of any Contract or of any note, contract, bond, mortgage, indenture, license, franchise, permit, concessionagreement, certificate of authoritylease, order, approval, application franchise or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Seller is a party party, or by which any of them it or any of their properties the Acquired Assets are or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for such violations, breaches terminations, breaches, conflicts or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on the Business.

Consents and Approvals; No Violations. Except for applicable requirements (i) compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as xxxxxxx (xxx "XXR Act"), and the rules promulgated thereunder, (ii) compliance with the Consent Order dated October 7, 2002, of the HSR ActFederal Trade Commission in the Matter of Libbey Inc. and Newell Rubbermaid Inc., FTC File No. 011-0194, FTC Dockex Xx. 9301, (iii) the notification before the Mexican Competition Commission (COMISION FEDERAL DE COMPETENCIA) pursuant to the Mexican Federal Economic Competition Law (LEY FEDERAL DE COMPETENCIA ECONOMIOCA; the "Mexican Competition Law"), (iv) other applicable merger control or similar laws, (iv) filings that may be required by Seller under the Securities Exchange Act of 1934, as amended, and (vi) as set forth on SCHEDULE 4.4, the Securities Actexecution by Seller of this Agreement and the consummation by Seller and its Subsidiaries of the transactions contemplated hereby (a) will not violate the provisions of the certificate of incorporation, the Exchange Actbylaws or any other similar organizational instrument of Seller, Competition Laws and any Acquired Company or any Asset Seller; (b) will not violate any law, statute, ordinance, code, Permit, rule, regulation, order, decree or notice (collectively, "Laws") of any foreign, federal, state securities or blue sky Lawslocal governmental, no filing withquasi- governmental or regulatory body, and no permitdepartment, authorizationbureau, office, administrative agency, court or authority ("Governmental Authority") by which Seller, any Acquired Company or any Asset Seller is bound or by which any of the Purchased Assets is bound; (c) will not require any consent or approval of, any Governmental Entity is necessary for or the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation giving of any notice to, or filing with, any Person on, prior to or subsequent to the Closing Date; PROVIDED, that this clause (c) does not relate to Real Property, which is the subject solely of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution SECTION 4.9; and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof(d) without giving effect to SECTION 3.3, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) underunder any Business Contract, or result in the creation of any lien, encumbrance, restriction, security interest or claim of any kind and character ("Encumbrances") upon any of the termsPurchased Shares or Purchased Assets, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, excluding from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide is a party or by which any of them or any of their properties or assets may be bound; or the foregoing clauses (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (cd) for Permits, consents, notices and filings the absence of which, and violations, breaches breaches, defaults, rights, conflicts or defaults which Encumbrances the existence of which, would not individually or in the aggregate have and would not be reasonably expected to have a Holdings Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Act"), state securities or blue sky Lawslaws, no the TBCA and the NJBCA, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws or similar organizational documents of the Company or of any of its Subsidiaries, (ii) require any filing with, and no or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this AgreementEntity"), except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or material adverse effect on the Company and its Subsidiaries taken as a whole, (iiiii) delay in any material respect or prevent except for the consummation of any of 9 3/8% Senior Notes due February 1, 2007 (the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of "Senior Notes") and the Holdings Disclosure ScheduleCredit Agreement between the Company and The Frost National Bank, neither the execution and delivery of this Agreement by Parent Holdings or Holdingsdated February 20, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby1997 (relating to a $50.0 million working capital revolving facility), nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound and which has been (or was required by law to have been) filed as an exhibit to the Company SEC Documents (as defined in Section 3.5 hereof) filed prior to the date hereof (the "Material Agreements") or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdingsthe Company, Parent Holdings or Worldwide any of its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (biii) and (c) for iv), violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Holdings Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries taken as a whole, and which will not materially impair the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws the HSR Act, the DGCL, the Nasdaq National Market, the laws of other states in which Parent is incorporated or qualified to do or is doing business and state securities takeover laws (collectively, the "Parent Required Consents"), neither the execution, delivery or blue sky Lawsperformance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the articles of incorporation (the "Parent Articles of Incorporation") or bylaws (the "Parent Bylaws") of Parent, no (ii) conflict with or result in any breach of any provision of the certificate of incorporation (the "Sub Certificate of Incorporation") or bylaws (the "Sub Bylaws") of Sub, (iii) require any filing with, and no or permit, authorization, consent or approval of, any Governmental Entity is necessary for (except where the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in the aggregate (i) have a Holdings Parent Material Adverse Effect or (ii) would not be reasonably expected to prevent or materially delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure ScheduleMerger), neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (biv) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the termsloan or credit agreement, conditions or provisions of any Contract or of any licensenote, franchisebond, mortgage, indenture, permit, concession, certificate of authorityfranchise, orderlicense, approvallease, application contract, agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide any of its subsidiaries is a party or by which any of them or any of or their properties or assets may be bound; bound or (cv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HoldingsParent, Parent Holdings or Worldwide any of its subsidiaries or any of their properties or assets, except in the case of clauses (biv) and (cv) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Holdings Parent Material Adverse EffectEffect or that would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the TPC Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by TPC of this Agreement or the consummation by Parent Holdings or Holdings TPC of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon TPC. Except as set forth on in Section 4.5 2.6 of the Holdings TPC Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, TPC nor the consummation by Parent Holdings or Holdings TPC of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsTPC, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide TPC is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide TPC or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on TPC.

Consents and Approvals; No Violations. Except for (a) applicable requirements of the Exchange Act, (b) filing with and clearing by the SEC of the Form S-4, (c) expiration or termination of the waiting period under the HSR Act, (d) the Securities Actfiling of the Certificate of Merger as required by Delaware Law (e) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Exchange ActMerger or the transactions contemplated by this Agreement, Competition Laws (f) filing with the NYSE to permit the shares of Buyer Common Stock that are to be issued in the Merger and state securities under the Company Stock Option Plans (the "Buyer Listed Securities"), to be approved for listing on the NYSE, subject to official notice of issuance, and to continue to be listed on the NYSE following the Merger, and (g) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky Lawslaws of various states or non-U.S. change-in-control laws or regulations, no filing or registration with, no notice to and no permit, authorization, consent or approval of, of any Governmental Entity public or governmental body or authority is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any Buyer of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or Holdings, Buyer nor the consummation by Parent Holdings or Holdings Buyer of the transactions contemplated hereby, hereby nor compliance by Parent Holdings or Holdings Buyer with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the articles or certificate of incorporation or by-laws bylaws of Parent HoldingsBuyer, Holdings or Worldwide; (bii) at the Effective Time, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or otherwise change the existing rights or obligations of any party thereto) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage indenture, license, franchise, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Buyer is a party or by which any of them Buyer, or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide Buyer or any of their its properties or assets, except in excluding from the case of foregoing clauses (bii) and (ciii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Holdings material adverse effect on the business, assets or financial condition of Buyer and its Subsidiaries taken as a whole, except for any effect resulting from or relating to conditions or circumstances generally affecting the industries in which Buyer currently operates which are not the result of acts or omissions of Buyer (a "Buyer Material Adverse Effect").

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws the HSR Act and state securities or blue sky Lawslaws, no none of the execution, delivery or performance of this Agreement or any Ancillary Agreement to which they will be a party by Parent and Seller, the consummation by Parent and Seller of the Transactions or compliance by Parent and Seller with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate or articles of incorporation, the bylaws or similar organizational documents of Parent or Seller, (ii) require any filing with, and no or permit, authorization, consent or approval of, any Governmental Entity or other Person (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which Parent or Seller is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreementa party), except for such those filings, permits, authorizations, consents or approvals the with respect to which failure of which to be made or obtained obtain would not individually or result in the aggregate (i) have a Holdings Material Adverse Effect to Seller, (iii) require any consent, approval or (ii) delay in any material respect notice under, or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (b) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or otherwise result in a Material Adverse Effect or the loss of any material rights to Parent, Seller or Purchaser) under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity agreement to which the Parent Holdings, Holdings or Worldwide Seller is a party or by which any of them or any of their properties or assets may be the Assets are bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings, the Assets of the Parent Holdings or Worldwide or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectSeller.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, Competition Laws representations and state securities or blue sky Lawswarranties contained in Section 3.4 and Section 4.3, no filing material notices to, filings with, and no permit, or authorization, consent or approval of, of any Governmental Entity is necessary for the execution, delivery or performance by Purchaser of this Agreement or the Ancillary Documents to which Purchaser is a party or the consummation by Parent Holdings or Holdings Purchaser of the transactions contemplated by this Agreementhereby or thereby, except for such filingscompliance with and filings under Applicable Regulatory Law and applicable requirements, permitsif any, authorizationsof federal securities Laws or state “blue sky” Laws. Neither the execution, consents delivery or approvals performance by Purchaser of this Agreement and the failure of Ancillary Documents to which to be made or obtained would not individually or in the aggregate (i) have Purchaser is a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent party nor the consummation of any by Purchaser of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Parent HoldingsPurchaser’s Governing Documents, Holdings or Worldwide; as applicable, (b) except as set forth on Schedule 5.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity material agreement to which Parent Holdings, Holdings or Worldwide Purchaser is a party or by which any of them Purchaser or any of their its properties or assets may be bound; or , (c) violate in any orderrespect any Order, writ, injunction, decree, Law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over Purchaser, or (d) except with respect to HoldingsPermitted Liens, Parent Holdings or Worldwide or result in the creation of any Lien upon any of their the properties or assetsassets of Purchaser, except which in the case of any of clauses (b) and ), (c) for violationsor (d) above, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse Effectmaterial adverse effect of Purchaser’s consummation of the transactions contemplated by this Agreement or the Ancillary Documents in a timely manner, or prevent or materially delay Purchaser’s timely performance of its obligations under this Agreement or any of the Ancillary Documents.

Consents and Approvals; No Violations. Except for (a) filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) filings pursuant to foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (c) applicable requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), (c) the filing of the HSR ActCertificate of Merger, and (d) applicable requirements under corporation or “blue sky” laws of various states, or matters specifically described in this Agreement, the Securities Acttransactions contemplated hereby do not require any consent, approval, compliance exemption, authorization or other action by, or filing with any United States or foreign court, legislative, executive or regulatory authority or agency (a “Governmental Entity”), except for the Exchange Actfilings or approvals which are not required prior to the consummation of the Merger or where the failure to take such action or make such filing would not have, Competition Laws and state securities individually or blue sky Lawsin the aggregate, no filing witha Company Material Adverse Effect. Except as disclosed in Section 2.4(ii) of the Company Disclosure Letter, and no permitneither the execution, authorization, consent delivery or approval of, any Governmental Entity is necessary for performance of this Agreement by the Company nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate hereby will (i) have a Holdings Material Adverse Effect or (ii) delay in violate any material respect or prevent the consummation of any provision of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate certificates of incorporation or by-laws of Parent Holdingsthe Company or any of its Subsidiaries, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract or of any material note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or are bound and which has been filed as an exhibit to the Company SEC Documents (cthe “Material Contracts”), (iii) violate any material order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Holdingsthe Company, Parent Holdings or Worldwide any of its Subsidiaries or any of their properties or assets, or (iv) except as specified in the immediately preceding sentence, require on the part of the Company any material filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (bii), (iii) and or (civ) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not have, individually or in the aggregate have aggregate, a Holdings Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), approval from the Securities ActFederal Energy Regulatory Commission (“FERC”) under Section 203 of the Federal Power Act of 1935, as amended (“FPA”) and of a change in status filing pursuant to 18 C.F.R. Section 35.27(c), approval of the Exchange Acteffectiveness of the Registration Statement by the SEC, Competition Laws an order of the New York State Public Service Commission under Section 70 of the New York State Public Service Law approving or declining jurisdiction over the Transactions, notice pursuant to the Operation Standards for Generating Asset Owners under California Public Utilities Commission General Order No. 167, approval of the California Energy Commission to the extent required under Title 20 of the California Code of Regulations, Section 1769, approvals from the Federal Communications Commission under the Communications Act of 1934 for license transfers and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, by any Governmental Entity is necessary for the consummation by Parent Holdings Authority pursuant to any applicable Environmental Law or Holdings of the transactions contemplated by this AgreementEnvironmental Approval, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on in Section 4.5 3.4 of the Holdings LS Disclosure ScheduleLetter (collectively, the “Required Approvals”), neither the execution execution, delivery and delivery performance of this Agreement any Transaction Document by Parent Holdings any Contributor or Holdingsany Contributed Entity, nor the consummation by Parent Holdings any Contributor or Holdings any Contributed Entity of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereofTransactions, will (a) conflict with with, violate or result in any breach of any provisions provision of the certificate of incorporation formation, certificate of incorporation, limited liability company agreement, limited partnership agreement, regulations, bylaws or by-laws similar documents, as applicable, of Parent Holdingsany Contributed Entity, Holdings or Worldwide; (b) result in (i) a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or any right or obligation to purchase or sell securities or assets) under, or require any consent or result in a material loss of the termsa material benefit to any Contributed Entity under, conditions or provisions of conflict with any Contract or of any license, franchise, permit, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity to which Parent Holdings, Holdings or Worldwide any Contributed Entity is a party or by which any of them Contributed Entity or any of their its businesses, properties or assets may be bound; are bound or (ii) the imposition of any Lien upon any assets or properties of any Contributed Entity, (c) violate any order, judgment, writ, injunction, decree, settlement, stipulation or award of a Governmental Authority (each an “Order”) or law, statute, rule or regulation of a Governmental Authority (collectively, “Laws”, and individually, a “Law”) or Permit applicable to Holdings, Parent Holdings or Worldwide any Contributed Entity or any of their respective businesses, properties or assets, or (d) require any Approvals from or by any Governmental Authority, except in the case of clauses (b) and (cSections 3.4(b)-(d) for violations, breaches or defaults those which would not reasonably be expected to, individually or in the aggregate aggregate, have a Holdings Material Adverse EffectLS MAE.

Consents and Approvals; No Violations. Except for applicable requirements of Neither the HSR Actexecution, the Securities Act, the Exchange Act, Competition Laws delivery and state securities or blue sky Laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery performance of this Agreement by Parent Holdings or Holdingsthe Company, nor the consummation by Parent Holdings or Holdings the Company of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the certificate of incorporation or bycharter, By-laws or other organizational documents of the Company or the organizational documents of any of its Subsidiaries, (ii) require a filing with, or a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or administrative agency or commission (a "Governmental Entity"), except in connection with or in order to comply with the applicable provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), for the filing of a registration statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act") with respect to Preferred Securities (and the related subordinated debentures and guarantee of Parent), the Parent HoldingsCommon Stock and the HealthAxis Common Stock to be offered to the Company stockholders, Holdings the filing of the Proxy Statement-Prospectus under the Exchange Act, filings or Worldwide; approvals required under state securities or "blue sky" laws, the By-Laws of the National Association of Securities Dealers (bthe "NASD") and the filing and recordation of a Certificate of Merger as required by the DGCL, (iii) except as set forth on Schedule 4.4 hereto, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind or right of others of whatever nature ("Liens"), on any property or asset of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any Contract or of any material note, bond, mortgage, indenture, lease, license, franchisecontract, permitagreement or other instrument or obligation (each, concession, certificate of authority, order, approval, application or registration of, from or with any Governmental Entity a "Contract") to which Parent Holdings, Holdings the Company or Worldwide any of its Subsidiaries is a party or by which any of them it or any of their its properties or assets may be bound; bound or (civ) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Holdings, Parent Holdings the Company or Worldwide any of its Subsidiaries or any of their properties or assets, except except, in the case of clauses (bii), (iii) and (c) for iv), where failures to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults which or Liens would not individually or have, in the aggregate have aggregate, a Holdings Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Hart-Scott-Rodino Antitruxx Xxxxxxxxxxxx Xct of 1916, as amended (the ''HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the ANYD Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by ANYD of this Agreement or the consummation by Parent Holdings or Holdings ANYD of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon ANYD. Except as set forth on in Section 4.5 2.6 of the Holdings ANYD Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, ANYD nor the consummation by Parent Holdings or Holdings ANYD of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsANYD, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide ANYD is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide ANYD or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on ANYD.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the PRTE Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by PRTE of this Agreement or the consummation by Parent Holdings or Holdings PRTE of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon PRTE. Except as set forth on in Section 4.5 2.6 of the Holdings PRTE Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, PRTE nor the consummation by Parent Holdings or Holdings PRTE of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsPRTE, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide PRTE is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide PRTE or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on PRTE.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the accuracy of the HSR ActSellers’ representations and warranties contained in Section 3.4, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawsexcept as otherwise established in this Agreement, no filing material notices to, filings with, and no permit, or authorization, consent or approval of, of any Person or Governmental Entity is necessary for the consummation by Parent Holdings execution, delivery or Holdings of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery performance of this Agreement by Parent Holdings Buyer or Holdingsthe Ancillary Documents to which Buyer is a party or the consummation by Buyer of the Transactions, except for filings, authorizations, consents, approvals or the expiration or termination of any noticeor waiting period under any Antitrust Laws (the “Buyer Antitrust Approvals” and together with the Seller Antitrust Approvals, the “Antitrust Approvals”). Except as otherwise established in this Agreement, neither the execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a party nor the consummation by Parent Holdings or Holdings Buyer of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, Transactions will (ai) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Parent HoldingsBuyer’s Governing Documents, Holdings or Worldwide; (bii) except as set forth on Schedule 5.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide Buyer is a party or by which any of them Buyer or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, statute, rule decree or regulation Law of any Governmental Entity applicable to Holdings, Parent Holdings or Worldwide or any of their properties or assetsBuyer, except in the case of clauses (bii) and (ciii) above, for violations, breaches or defaults violations which would not individually reasonably be expected to prohibit, materially delay or in materially impair the aggregate have a Holdings Material Adverse Effect.consummation of the Transactions by Buyer. Section 5.4

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the SCAH Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity Entity") is necessary for the execution and delivery by SCAH of this Agreement or the consummation by Parent Holdings or Holdings SCAH of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreementon SCAH. Except as set forth on in Section 4.5 2.6 of the Holdings SCAH Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by Parent Holdings or Holdings, SCAH nor the consummation by Parent Holdings or Holdings SCAH of the transactions contemplated hereby, nor compliance by Parent Holdings or Holdings with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Parent HoldingsSCAH, Holdings or Worldwide; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contract or of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, concession, certificate of authority, order, approval, application agreement or registration of, from other instrument or with any Governmental Entity obligation to which Parent Holdings, Holdings or Worldwide SCAH is a party or by which any of them or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Holdings, Parent Holdings or Worldwide SCAH or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Holdings Material Adverse EffectEffect on SCAH.