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

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and or Merger Sub of the Merger or any other Transaction transactions contemplated hereby or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the organizational documents of Parent Governing Documents or the comparable organizational Articles of Incorporation or governing documents Bylaws of any Parent SubsidiaryMerger Sub, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA PBCL in connection with the Merger, (iii) such filings the filing with the SEC and the New York Stock Exchange of (A) the Proxy Statement and (B) such reports under Section 13(a) of the Exchange Act as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, (iv) such filings and approvals as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement by any applicable state securities, blue sky or the Merger takeover Laws or (v) such any filings as may be required in connection with state and local transfer Taxesthe applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable European Union jurisdictions), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) conflict with or violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub any of its Subsidiaries, or any of their respective properties or assets; , except in respect the case of clauses clause (b), ) or (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of either Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby (a “Parent Material Adverse Effect”), or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as set forth in Section 5.5 of the Parent Disclosure Lettermay be required under, none of the execution and delivery of this Agreement by each of Parent and Merger Subother applicable requirements of, the performance of or compliance with this Agreement by each of Parent and Merger SubSecurities Act, the consummation by Parent Exchange Act, state securities or blue sky Laws, the HSR Act, no filing with or notice to, and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any no permit, authorization, consent or approval of of, any Governmental Entity (except is necessary for (i) the filing with execution and delivery by the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL Parent or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations Purchaser of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice Related Agreements or the lapse of time consummation by the Parent or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any Purchaser of the termstransactions contemplated hereby or thereby, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures the failure to obtain such permits, authorizations, consents or approvals, (y) such failures approvals or to make such filings or (z) give such failures to obtain such consents notice do not or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Parent. Neither the execution, delivery and performance of this Agreement and the Related Agreements by the Parent or the Purchaser nor the consummation by the Parent or the Purchaser of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or similar governing documents) of the Parent or the Purchaser, (ii) 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 note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any Law applicable to the Parent or the Purchaser, except in the case of (ii) or (iii) for violations, breaches or defaults which do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Parent.

Consents and Approvals; No Violations. Except as set forth (a) Assuming that the Company Shareholder Approval is obtained and all consents, approvals, authorizations and permits described in Section 5.5 of 4.3(b) have been obtained and all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, neither the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, Acquiror Entity nor the consummation by Parent and Merger Sub the Acquiror Entities of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any a breach of or violate any provision of Parent Governing Documents the certificate of incorporation or bylaws or the comparable similar organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Acteither Acquiror Entity, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, constitute (with or constitute a default (or an event which with without due notice or lapse of time or both would become both) a default) change of control or default under, require the consent or approval of or the giving of notice to a Third Party pursuant to, or give to others any right of termination, vesting, amendment, cancellation or acceleration or cancellation (with impose on either of the Acquiror Entities any obligation to repurchase, repay, redeem or without notice acquire or the lapse of time any similar right or both) ofobligation under, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary Acquiror Entity, pursuant to, to any of the terms, conditions or provisions of any Parent Agreement Contract to which any Acquiror Entity is a party or Parent Lease or (d) violate by which any order, writ, injunction, decree or Law applicable to Parent, Merger Sub of them or any of their respective properties or assets; except in respect of clauses (b), (c) assets is bound or (diii) where (x) such failures conflict with or violate any Applicable Law applicable to obtain such permitsany Acquiror Entity or by which any property or asset of any Acquiror Entity is bound or affected, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or except for any such modificationsconflicts, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights defaults or Liens have not had, and would not reasonably be expected to haveother occurrences which, individually or in the aggregate, a Parent (1) with respect to clause (ii), would not reasonably be expected to have an Acquiror Entity Material Adverse EffectEffect and (2) with respect to clauses (ii) and (iii), would not reasonably be expected to prevent or materially delay the performance of this Agreement by any Acquiror Entity or materially impair the ability of any Acquiror Entity to take any action necessary to consummate the Merger.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement or the Contribution Agreement and the Transactions by each of Parent, Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent Operating Partnership and Merger Sub, the consummation by Parent, Parent Operating Partnership and Merger Sub of the Merger Merger, the Manager Contribution or any of the other Transaction Transactions or compliance by Parent, Parent Operating Partnership and Merger Sub with any of the provisions of this Agreement or the Manager Contribution will (a) assuming receipt of the Parent Shareholder Approvalcontravene, conflict with, with or result in any breach of or violate any provision of the Parent Governing Documents, Parent OP Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA DLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent, including a proxy statement in preliminary and definitive form relating to the Parent in connection Shareholder Meeting (together with this Agreement and any amendments or supplements thereto, the Merger“Proxy Statement”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE in connection with this Agreement or Agreement, the Merger or the Manager Contribution or (vvi) such filings as may be required in connection with state and local transfer Transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Party Subsidiary under, or result in a modification, or violation of, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Material Contract, Parent Lease or Parent Residential Lease, (d) violate any order, writ, injunction, decree Order or Law applicable to Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary or any of their respective properties properties, assets or assetsoperations or (e) result in the creation or imposition of any Lien (other than a Parent Permitted Lien) on any asset of Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiaries; except in respect each of clauses (b), (c), (d) or (de) above where (xA) such failures any failure to obtain such permits, authorizations, consents or approvals, (yB) such failures any failure to make such filings or (zC) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and or Merger Sub of the Merger or any other Transaction Transactions, or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the articles of incorporation or bylaws of Parent Governing Documents or the comparable organizational certificate of incorporation or governing documents by-laws of any Parent SubsidiaryMerger Sub, (b) require any material filing by Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA BCL in connection with the MergerTransactions, (iii) such filings with the SEC any filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any applicable competition, antitrust or investment laws of foreign jurisdictions, (iv) any filings with and notices to The New York Stock Exchange, Inc. as may be made by Parent required in connection with this Agreement and the Merger, Transactions and (ivv) such filings and approvals as may be required under the rules and regulations of the New York Stock Exchange by any applicable state securities, blue sky or takeover laws in connection with this Agreement or and the Merger or (v) such filings as may be required in connection with state and local transfer TaxesTransactions), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toacceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Agreement or Parent Lease Merger Sub is a party or by which either of them or any of their respective properties or assets may be bound or (d) violate any material order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of its Subsidiaries, or any of their respective properties or assets; , except in respect the case of clauses (b), (c) or and (d) where (x) for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or and any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to haveto, individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions.

Consents and Approvals; No Violations. Except as Assuming that (a) the Governmental Approvals required to Convey any real property or Governmental Permits to Acquiror have been made or obtained, and (b) the Governmental Approvals set forth in on Section 5.5 2.03 of the Parent Seller Disclosure LetterLetter have been obtained, none of the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent Acquiror and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub Acquiror of the Merger transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws (or the comparable governing documents) of Acquiror or any other Transaction member of the Acquiror Group, (ii) violate or compliance by Parent and Merger Sub conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the provisions Acquiror Group or by which any of this Agreement will its or their properties or assets may be bound, (aiii) assuming receipt of the Parent Shareholder require any Governmental Approval, or (iv) result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default under or give rise to any right of purchasetermination, first offer cancellation or forced sale acceleration, under or result in the creation of any Security Interest upon any of the material 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 Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate Contract to which any ordermember of the Acquiror Group is a party, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except excluding in respect the case of clauses (b)ii) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerations, cancellations, rights accelerations or Liens have not had, and required approvals which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectan Acquiror MAE.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubParent, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the Parent Governing Documents or the comparable organizational or governing documents of any Parent Significant Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the LLC Act, the MRL and the MGCL or the MLLCA in connection with the MergerMerger and the classification of Parent Series A Preferred Shares, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, including the Joint Proxy Statement and the Form S-4, (ivv) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE in connection with this Agreement or the Merger or Merger, (vvi) such filings as may be required in connection with state and local transfer Taxes), or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, (c) require any consent or approval under, result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease Material Contract, or (d) violate any order, writ, injunction, decree Order or Law applicable to Parent, Merger Sub any Parent Subsidiary or any of their respective properties properties, assets or assetsoperations; except in respect each of clauses (b), (c) or (d) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect or have a material adverse effect on the ability of Parent to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except as (i) Assuming compliance with the matters set forth in Section 5.5 4.1(e)(ii) and Section 4.1(e)(iii), the accuracy of Parent’s and Safety’s representations in Section 4.2(y) and the Parent Disclosure Letterreceipt of Receiver Stockholder Approval and with respect to the Additional Charter and By-Laws Amendments, none of the Additional Receiver Stockholder Approval, the execution and delivery of this Agreement by each of Parent Receiver and Merger SubSub does not, and the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent Receiver and Merger Sub of their respective obligations hereunder, including the Merger or any other Transaction or compliance by Parent and Merger Sub with any consummation of the provisions of this Agreement transactions contemplated hereby will not, (aA) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate with any provision of Parent Governing Receiver’s Constituent Documents or the comparable organizational or governing documents Constituent Documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and Receiver; (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without the giving of notice or the lapse of time or both) ofin any violation of or default or loss of a benefit under, or give rise permit the acceleration, amendment or termination of any obligation under, any mortgage, indenture, lease, permit, concession, grant, franchise, license, agreement or other instrument or obligation to which Receiver or its Subsidiaries is a party or by which any right of purchasethem or any of their properties, first offer assets or forced sale under rights are bound; (C) violate any Law binding upon or applicable to Receiver or its Subsidiaries; (D) result in the creation or imposition of a any Lien on upon any property properties, assets or asset rights of a Parent Party Receiver or any other Parent Subsidiary pursuant to, any of Receiver or (E) cause the terms, conditions suspension or provisions revocation of any Parent Agreement permit, license, governmental authorization, consent or Parent Lease or (d) violate any orderapproval under which Receiver and the Subsidiaries of Receiver conduct Receiver’s business, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect the case of clauses (bB), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvalsC), (yD) such failures to make such filings or and (zE) such failures to obtain such consents or approvals or any such modificationsabove, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and which would not reasonably be expected (x) to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Receiver or (y) prevent or materially impede the ability of Receiver or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 Assuming that (a) the filings required under the HSR Act are made and all applicable waiting periods thereunder have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, (b) the applicable requirements of the Parent Disclosure LetterSecurities Act and the Exchange Act are met, none (c) the requirements under any applicable state securities or blue sky Laws are met, (d) the requirements of the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and the filing of the Acquiror Certificate with the Secretary of State of the State of Delaware pursuant to Section 2.05 are made and (f) the Acquiror Stockholder Approval is obtained, the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent Acquiror and Merger Sub, the performance of or compliance with this Agreement by each of Parent Sub and Merger Sub, the consummation by Parent Acquiror and Merger Sub of the Merger transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws (or the comparable governing documents) of Acquiror or any other Transaction member of the Acquiror Group, (ii) violate or compliance by Parent and Merger Sub conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the provisions Acquiror Group or by which any of this Agreement will its or their properties or assets may be bound, (aiii) assuming receipt of the Parent Shareholder require any Governmental Approval, or (iv) result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default under or give rise to any right of purchasetermination, first offer cancellation or forced sale acceleration under or result in the creation give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate Contract to which any ordermember of the Acquiror Group is a party, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except excluding in respect the case of clauses (b)ii) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, approvals, breaches, losses, increases, defaults, rights of terminations, cancellations, accelerations, cancellations, rights increases or Liens have not had, and losses which would not reasonably be expected to haveexpected, individually or in the aggregate, a Parent Material Adverse Effectto be material to the Acquiror’s business.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 Subject to the receipt of the Parent Disclosure LetterStockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, (b) for filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT, (c) the filing of the Partnership Merger Certificate with, and the acceptance of the Partnership Merger Certificate by, the Secretary of State of the State of Delaware, and (d) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT, none of the execution and execution, delivery or performance of this Agreement by each of the Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubParties, the consummation by the Parent and Merger Sub Parties of the Merger or any other Transaction transactions contemplated hereby or compliance by the Parent and Merger Sub Parties with any of the provisions of this Agreement hereof will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach or violation of or violate any provision of (A) the Parent Governing Documents or the comparable Parent OP Governing Documents or (B) the organizational or governing documents of any Parent Subsidiary, (bii) require any filing by any of the Parent Parties or any Parent Subsidiary with, notice to, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity Authority, except (except for A) (iI) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and Proxy Statement/Prospectus, and the declaration of effectiveness of the Form S-4, and (BII) the filing with the SEC of such reports under, and other compliance with any applicable requirements of with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act, Act (iiand the rules and regulations promulgated thereunder) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, (ivB) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or NYSE, and (vC) such filings as may be required in connection with state and local transfer Transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (diii) violate or conflict with any order, writ, injunction, decree or Law applicable to Parent, Merger Sub Parent or any Parent Subsidiary or any of their its respective properties or assets; except in respect of , excluding from the foregoing clauses (b), ii) and (c) or (d) where (xiii) such failures to obtain such filings, notices, permits, authorizations, consents or consents, approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in 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 Section 5.5 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the Parent Disclosure LetterEuropean Community pursuant to Council Regulation 4064/89, none as amended (the "EU ANTITRUST LAWS") as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made, (iv) the requirements of the Exchange Act relating to the proxy statement or information statement required in connection with the Stockholders' Meeting (the "PROXY STATEMENT"), if any, and the Offer are met, (v) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the Delaware General Corporation Law, are made, (vi) such actions as are necessary in order to comply with the Industrial Security Regulations of the U.S. Department of Defense and (vii) approval of the Merger and this Agreement by the stockholders of the Company, if required by the Delaware General Corporation Law, is received, the execution and delivery of this Agreement by each of Parent the Company and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub the Company of the Merger transactions contemplated hereby will not: (A) violate or any other Transaction or compliance by Parent and Merger Sub conflict with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the Company's Certificate of Incorporation or the comparable organizational Company's By-Laws; (B) violate or governing documents conflict with any statute, ordinance, rule, regulation, order or decree of any Parent Subsidiarycourt or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act, (bC) require any filing by Parent the Company or any Parent Subsidiary of its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any permit, authorization, consent or approval of, or the giving of any Governmental Entity (notice by the Company or any of its Subsidiaries to, any governmental or regulatory body, agency or authority, except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4such filings, and (B) permits, consents or approvals which are not "material", as such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA term is commonly understood in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required a Person's disclosure obligations under the rules and regulations of the New York Stock Exchange in connection with this Agreement Securities Act or the Merger Exchange Act; or (vD) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of of, conflict with, constitute (with or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation, payment or forced sale under acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or Parent Lease other instrument or (d) violate any order, writ, injunction, decree or Law applicable obligation to Parent, Merger Sub which the Company or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets; assets are bound, except in respect of clauses (b), (c) or (d) where (x) for such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesbreaches or conflicts which are not "material", losses, increases, defaults, terminations, accelerations, cancellations, rights as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectExchange Act.

Consents and Approvals; No Violations. (a) Except for (i) the filing of applications and notices, as set forth applicable, with federal and state regulatory authorities governing consumer finance, commercial finance, mortgage lending and insurance in the states in which the Company and its domestic Subsidiaries operate their respective businesses and the approval of such applications or the grant of required Licenses by such authorities, (ii) the filing of applications and notices, as applicable, with the foreign governmental authorities regulating consumer finance, commercial finance, mortgage lending and insurance in the foreign jurisdictions in which the Subsidiaries operate their businesses, and the approval of such applications or the grant of required Licenses by such authorities, (iii) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of any applicable waiting period thereunder, (iv) the filing of apxxxxxxxxxx xxx xotices, as applicable, with foreign governmental authorities under the Foreign Competition Laws, and the approval of such applications by such authorities, if required (including, without limitation, (x) in the instance of Australia, receipt of approval from the Treasurer under the Foreign Acquisitions and Takeovers Act, (y) in the instance of Canada, receipt of either an Advanced Ruling Certificate or no- action letter from the Bureau of Competition, in such form and to such effect as would be determined to be reasonably satisfactory, and (z) in the instance of the United Kingdom, receipt of a response from either the Office of Fair Trading or the Monopolies and Mergers Commission under the Merger Control Law, in such form and to such effect as would be determined to be reasonably satisfactory), (v) the Consents of third parties under the Contracts listed in Section 5.5 3.4(a)(v) of the Disclosure Schedule, and (vi) the assumption by Buyer of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, no notices to, Consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each, a "Governmental Entity") or with any self-regulatory authority or with any third party are necessary in connection with the execution and delivery by Parent Disclosure Letterand the Company of this Agreement and the consummation by Parent and the Company of the transactions contemplated hereby, none except for such notices, Consents, approvals, filings or registrations, the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect. The notices, Consents, or approvals, filings or registrations, and expirations or terminations of waiting periods referred in clauses 3.4(a)(i) through 3.4(a)(iv), without giving effect for purposes of this definition to any qualifier as to materiality or Material Adverse Effect are hereinafter referred to as the "Requisite Regulatory Approvals". As of the date hereof, neither Parent nor the Company knows of any reason why the Requisite Regulatory Approvals should not be obtained. (b) Neither the execution and delivery of this Agreement by each of Parent and Merger Sub, or the performance of or compliance with this Agreement by each of Parent and Merger Sub, Company nor the consummation by Parent and Merger Sub the Company of the Merger transactions contemplated hereby, does nor will (i) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Parent or Company or the certificate of incorporation or by-laws or other Transaction or compliance by Parent and Merger Sub with equivalent organizational documents of any of the provisions of this Agreement will Subsidiaries; (aii) assuming receipt subject to obtaining the Consents listed in Section 3.4(a)(v) of the Parent Shareholder ApprovalDisclosure Schedule and the Buyer assuming the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, and except as set forth in Section 3.4(b) of the Disclosure Schedule, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default Default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchasetermination, first offer cancellation or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, License, Contract, agreement or other instrument or obligation to which the Parent Agreement or Parent Lease Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; (iii) conflict with, result in a violation or breach of, or constitute a Default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any License or Permit; or (div) subject to giving the notices, making the filings or registrations or obtaining the Consents or approvals referred to in clauses (i) through (vi) in paragraph (a) above, conflict with, violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parentthe Company, Merger Sub any of the Subsidiaries or any of their respective properties or assets; except , except, in respect the case of clauses (bii), (ciii) or (div) where of this paragraph (xb) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, for violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and Defaults which would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.. 3.5

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and or Merger Sub of the Merger or any other Transaction transactions contemplated hereby or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent Governing Documents the Certificate of Incorporation, the Bylaws or the comparable similar organizational or governing documents of any Parent Subsidiaryor Merger Sub, (bii) require any filing by Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (iiB) any filings as may be required under the MGCL or the MLLCA DGCL in connection with the Merger, (iiiC) such filings the filing with the SEC of (1) the Form S-4 and (2) such reports under applicable requirements of the Securities Act, the Exchange Act and state securities and "blue sky" laws, as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, (ivD) such any filings as may be required under the rules and regulations with or approvals of the New York NASDAQ Stock Exchange Market or (E) any filings in connection with this Agreement the applicable requirements of the HSR Act or under the Merger antitrust or (v) such filings as may be required in connection with state and local transfer Taxes)competition Laws of applicable foreign jurisdictions, (ciii) require any consent or approval under, result in any modification, a violation or breach of or any the loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under acceleration) under, or result in the creation of a Lien any Encumbrance on any property or asset the assets and properties of a the Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Contract to which the Parent Agreement or Parent Lease any Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound or (div) assuming that all consents, approvals, authorizations and other actions described in subsection (ii) have been obtained and all filings and obligations in subsection (ii) have been made or complied with, conflict with or violate any order, writ, injunction, decree or Law applicable to the Parent, Merger Sub any Subsidiary or any of their respective properties or assets; , except in respect the case of clauses (b), (cii) or (diii) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights defaults or Liens have not had, and would not reasonably be expected to haveEncumbrances could not, individually or in the aggregate, a reasonably be expected to impair in any material respect the ability of each of Parent Material Adverse Effectand Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none None of the execution and delivery of this Agreement by each of Parent and Merger SubMIC, the performance of or compliance with this Agreement by each of Parent and Merger SubAgreement, the consummation by Parent and Merger Sub MIC of the Merger or any other Transaction transactions contemplated hereby or compliance by Parent and Merger Sub MIC with any of the provisions of this Agreement will (ai) assuming receipt of the Parent Shareholder MIC Stockholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the Charter or Bylaws or the comparable organizational or governing documents of any Parent MIC Subsidiary, (bii) require any filing by Parent MIC or any Parent MIC Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity Authority (except for (iw) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with with, any applicable requirements of the Exchange Act and the Securities Act, (iix) any filings as may be required under the MGCL or the MLLCA Maryland REIT Law in connection with the Merger, (iiiy) such filings with the SEC as may be required to be made by Parent MIC in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (vz) such filings as may be required in connection with state and local transfer Taxestaxes), (ciii) require any consent or approval under, result in any modification, violation or breach of of, or any loss of any benefit or increase in any cost or obligation of MIC or any Parent Party MIC Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien lien on any property or asset of a Parent Party MIC or any other Parent MIC Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement MIC agreement or Parent MIC Lease or (div) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub MIC or any of their respective its properties or assets; except in respect of clauses (bii), (ciii) or (div) where (x1) such failures to obtain such permits, authorizations, consents or approvals, (y2) such failures to make such filings or (z3) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 Subject to receipt of the Parent Disclosure LetterCompany Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for filing of the applicable Merger Certificates with, and 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 and execution, delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubCompany Parties, the consummation by Parent and Merger Sub the Company Parties of the Merger or any other Transaction transactions contemplated hereby or compliance by Parent and Merger Sub the Company Parties or the Company Subsidiaries with any of the provisions of this Agreement hereof will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach or violation of or violate any provision of Parent (A) the Company Governing Documents or the comparable Partnership Governing Documents or (B) the organizational or governing documents of any Parent Company Subsidiary, (bii) require any filing by Parent any of the Company Parties or any Parent Company Subsidiary with, notice to, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity Authority, except (except for A) (iI) the filing with the SEC of (A) the Joint Proxy Statement Statement/Prospectus in preliminary and definitive form and of the a registration statement on Form S-4 pursuant to which the offer and sale of shares of Company Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (BII) the filing with the SEC of such reports under, and other compliance with any applicable requirements of with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act, Act (iiand the rules and regulations promulgated thereunder) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, (ivB) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or NYSE, and (vC) such filings as may be required in connection with state and local transfer Transfer Taxes), (ciii) require any consent or approval notice under, result in any modification, a violation or breach of by the Company or any loss of any benefit or increase in any cost or obligation of any Parent Party underCompany Subsidiary of, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancelation or forced sale under acceleration) under, result in the triggering of any payment or result in the creation of a Lien any Encumbrance on any property or asset of a Parent Party the Company or any other Parent Subsidiary of the Company Subsidiaries pursuant to, to any of the terms, conditions or provisions of any Parent Agreement Company Material Contract to which Company or Parent Lease any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, or (div) violate or conflict with any order, writ, injunction, decree or Law applicable to Parent, Merger Sub the Company or any Company Subsidiary or any of their its respective properties or assets; except in respect of , excluding from the foregoing clauses (bii), (ciii) or and (d) where (xiv) such failures to obtain such filings, notices, permits, authorizations, consents or consents, approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, have, or would reasonably be expected to have, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents, and approvals as set forth in Section 5.5 may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act, the German Cartel Act, and the filing and recordation of the Parent Disclosure LetterCertificate of Merger as required by the DGCL, none of no filing with or notice to, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or MergerSub of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub or MergerSub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of Transactions contemplated hereby, except where the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures failure to obtain such permits, authorizations, consents consents, or approvals, (y) such failures approvals or to make such filings or (z) give such failures to obtain such consents notice do not or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. Neither the execution, delivery, and performance of this Agreement by Parent or MergerSub nor the consummation by Parent or MergerSub of the Transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws of Parent or MergerSub, (ii) 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 note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Parent or MergerSub is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) violate any Law applicable to Parent or MergerSub or any of their respective assets or properties, except in the case of 34 42 clause (ii) or (iii) for violations, breaches, or defaults which do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent or Merger Sub and delivery of the Plan of Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by each of Parent and or Merger Sub of the Merger or any other of the Transaction or compliance by each of Parent and or Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the memorandum and articles of association of either Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, Merger Sub; (b) require any filing by either Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (Entity, except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Securities Act and the Securities Exchange Act, ; (ii) any filings as may be required under the MGCL or filing of the MLLCA in connection Plan of Merger and related documentation with the Merger, Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act; (iii) such filings with the SEC as may be required to be made by either Parent or Merger Sub in connection with this Agreement and the Merger, including the filing of the Schedule 13E-3, which shall incorporate by reference the Proxy Statement, and the filing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3; (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange Nasdaq in connection with this Agreement or the Merger or Merger; and (v) such filings as may be required in connection with state and local transfer Taxes), ; (c) require any consent or approval under, result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Contract to which Parent Agreement or Parent Lease Merger Sub is a party; or (d) violate any order, writ, injunction, decree Order or Law applicable to Parent, Merger Sub or any of their respective properties properties, assets or assetsoperations; except in respect each of clauses (b), (c) or (d) where (xA) such failures any failure to obtain such permits, authorizations, consents or approvals, ; (yB) such failures any failure to make such filings filings; or (zC) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, breaches or defaults, terminationsindividually or in the aggregate, accelerations, cancellations, rights or Liens have has not had, had and would not reasonably be expected to haveprevent, individually materially delay or in materially impede or impair the aggregate, a ability of each of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none delivery or performance of this Agreement, the Local Purchase Agreements, the Transition Services Agreement or the other Transaction Documents or the consummation of the execution transactions contemplated hereby and delivery of this Agreement thereby by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Buyer will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the certificate of incorporation or the bylaws (or other comparable organizational or governing documents documents) of any Parent SubsidiaryBuyer, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of Governmental Filings with any Governmental Entity (Authority, except for (i) the filing filings with the SEC of (A) the Joint Proxy Statement and of the Form S-4 FTC and the declaration of effectiveness of DOJ pursuant to the Form S-4HSR Act, and (B) such reports under, the rules and other compliance with any applicable requirements of the Exchange Act and the Securities Actregulations promulgated thereunder, (ii) requirements of any filings as may be required under the MGCL foreign Regulatory Laws and Laws regulating trade or the MLLCA in connection with the Mergerexchange or currency controls, (iii) such filings with the SEC as may be required notice or application to be made by Parent in connection with this Agreement the NYSE for the acquisition and issuance of the Merger, shares of Buyer Common Stock constituting the Buyer Stock Consideration for trading thereon and (iv) such consents, waivers, approvals, licenses, authorizations, permits, filings as may or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be required expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under the rules and regulations of the New York Stock Exchange in connection with this Agreement and to consummate the Sale or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes)other material transactions contemplated hereby, (c) require any consent or approval underconflict with, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration of any obligation or result in the creation a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tobenefit to which Buyer is entitled under, any of the terms, conditions or provisions of any Parent Agreement Contract or Parent Lease Permit to which Buyer is a party or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub by which Buyer or any of their respective its properties or assets; Assets may be bound, except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights accelerations or Liens have not had, and losses of benefit which would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effectreasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by which any of its properties or Assets may be bound, except for such violations which would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any of the other Transaction Transactions or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approvalcontravene, conflict with, with or result in any breach of or violate any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL DGCL or the MLLCA MGCL in connection with the MergerMerger and the Parent Charter Amendments, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement Parent, including the Joint Proxy Statement and the MergerForm S-4, (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE in connection with this Agreement or the Merger Merger, or (vvi) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or material increase in any cost or obligation of the Parent or any Parent Party Subsidiary under, or result in a modification, violation or breach of, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Material Contract, Parent Lease or Parent Mortgage Agreement, (d) violate any order, writ, injunction, decree Order or Law applicable to Parent, Merger Sub or any Parent Subsidiary or any of their respective properties properties, assets or assetsoperations, or (e) result in the creation or imposition of any Lien (other than a Parent Permitted Lien) on any asset of Parent, Merger Sub or any Parent Subsidiaries; except in respect each of clauses (b), (c), (d) or (de) where (xA) such failures any failure to obtain such permits, authorizations, consents or approvals, (yB) such failures any failure to make such filings or (zC) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of Neither the Parent Disclosure Letterexecution, none of the execution delivery and delivery performance of this Agreement by each of Parent and Merger SubSubsidiary, the performance of or compliance with this Agreement by each of Parent and Merger Sub, nor the consummation by Parent and Merger Sub Subsidiary of the Merger or any other Transaction or compliance by Parent transactions contemplated hereby and Merger Sub with any of the provisions of this Agreement thereby will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the respective certificate of incorporation or bylaws of Parent Governing Documents or the comparable organizational or governing documents of any Parent and Subsidiary, (bii) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the MergerEntity, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Agreement or Parent Lease any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (div) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub Parent or any of its Subsidiaries or any of their respective properties or assets; , except in respect the case of clauses (bii), (ciii) or and (div) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, for violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and would not reasonably be expected to have, defaults that individually or in the aggregateaggregate would not prevent or materially delay the consummation of the Offer or the Merger, a Parent Material Adverse Effectexcept in the case of clause (ii) for (A) the filing with the SEC of the Offer Documents or such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (C) filings required pursuant to the HSR Act, (D) filings necessary to satisfy the applicable requirements of state securities or "blue sky" laws, (E) those required under the rules and regulations of the NYSE, (F) any novations or consents required in connection with Government Contracts, (G) any filings required under the DOD Industrial Security Manual for Safeguarding Classified Information, and (H) any filings required under U.S. Export Control Laws.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of AHD or AHD GP for the Parent Disclosure Letterexecution, none of the execution delivery and delivery performance by AHD or AHD GP of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub AHD or AHD GP of the Merger or any other Transaction or compliance transactions contemplated by Parent and Merger Sub with any of the provisions of this Agreement will Agreement, except (a) assuming receipt of State or federal licenses or permits relating to the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryTransferred Business, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, under and such other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings Act as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, including the filing with the SEC of the Written Consent Information Statement, (ivc) such filings with and approvals as may be required under necessary to comply with the rules and regulations of the New York Stock Exchange and (d) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to, individually or in connection the aggregate, have a material adverse effect on the ability of AHD or AHD GP to timely consummate the transactions contemplated by this Agreement. Assuming compliance with the items described in clauses (a) through (d) of the preceding sentence, neither the execution, delivery and performance of this Agreement by AHD and AHD GP nor the consummation by AHD and AHD GP of the transactions contemplated by this Agreement will (i) conflict with or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modificationbreach, violation or breach of or any loss infringement of any benefit provision of the respective Constituent Documents of AHD or increase AHD GP, (ii) result in any cost a breach, violation or obligation of any Parent Party underinfringement of, or constitute a default (with or an event which with without due notice or lapse of time or both would become both) a default) underdefault (or give rise to the creation of any Lien (except for any Liens that could not reasonably be expected to, individually or in the aggregate, materially interfere with the present or intended use by the Atlas Post-Closing Business, or give to others materially detract from the value of the property encumbered thereby)), or any right of termination, amendment, cancellation or acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement Contract to which AHD or Parent Lease AHD GP is a party or by which any of them or any of their respective properties or assets are bound or (diii) violate or infringe any order, writ, injunction, decree Law or Law Order applicable to Parent, Merger Sub AHD or AHD GP or any of their respective properties or assets; , except in respect the cases of clauses (bii) and (iii), (c) or (d) where (x) for such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsbreaches, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights infringements or Liens have not had, and that would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on AHD or AHD GP’s ability to timely consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the The execution and delivery of this Agreement by each of Parent and Merger SubSub do not, and the performance by Parent and Sub of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will not, (ai) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of the articles of association (statuten), as last amended on August 2, 2010 of Parent Governing Documents or the comparable organizational memorandum of association or governing documents bye-laws of any Parent SubsidiarySub, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Actas currently in effect, (ii) any filings as may be required under the MGCL or the MLLCA in connection assuming compliance with the Merger, (iii) such filings with the SEC as may be required matters referred to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer TaxesSection 5.3(iv)(A)-(D), (c) and subject to obtaining the Parent Shareholder Approval as described in Section 5.17, require any consent or approval by any Person under, conflict with or result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation or forced sale acceleration) under any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound or result in the creation of a any Lien on any property in or asset of a Parent Party or any other Parent Subsidiary pursuant to, upon any of the termsproperties, conditions rights or provisions assets of any Parent Agreement or Parent Lease or Sub, (diii) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub any of its Subsidiaries or any of their respective properties or assets; assets or (iv) other than in connection with or compliance with (A) the Laws of Bermuda (including the completion of the Statutory Merger Formalities), (B) the HSR Act and other Antitrust Laws, (C) Nasdaq Rules and listing standards and (D) the Exchange Act, require on the part of Parent or Sub any filing or registration with or notification to, or require Parent to obtain any authorization, consent or approval of, any Governmental Entity, except in respect the case of clauses (bii), (ciii) and (iv), for such violations, breaches or (d) where (x) such failures to obtain such permitsdefaults that, or filings, registrations, notifications, authorizations, consents or approvals, (y) such failures approvals the failure of which to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsobtain, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 Subject to receipt of the Parent Disclosure LetterCompany Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for the filing of the Company Articles of Merger with, and the acceptance for record of the Company 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 and execution, delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubCompany Parties, the consummation by Parent and Merger Sub the Company Parties of the Merger transactions contemplated hereby or any other Transaction or the compliance by Parent and Merger Sub the Company Parties or the Company Subsidiaries with any of the provisions of this Agreement hereof will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach or violation of or violate any provision of Parent the Company Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryPartnership Governing Documents, (bii) require any filing by Parent any of the Company Parties or any Parent Company Subsidiary with, notice to, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity Authority, except (except for A) (iI) the filing with the SEC of (A) the Joint Proxy Statement Statement/Prospectus in preliminary and definitive form and of the a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, and (BII) the filing with the SEC of such reports under, and other compliance with any applicable requirements of with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act, Act (iiand the rules and regulations promulgated thereunder) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, (ivB) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or NYSE and Nasdaq, as applicable, and (vC) such filings as may be required in connection with state and local transfer Transfer Taxes), (ciii) require any consent or approval notice under, result in any modification, a violation or breach of by the Company or any loss of any benefit or increase in any cost or obligation of any Parent Party underCompany Subsidiary of, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancelation or forced sale under acceleration) under, result in the triggering of any payment or result in the creation of a Lien any Encumbrance on any property or asset of a Parent Party the Company or any other Parent Subsidiary of the Company Subsidiaries pursuant to, to any of the terms, conditions or provisions of any Parent Agreement Company Material Contract to which the Company or Parent Lease any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, or (div) violate or conflict with any order, writ, injunction, decree or Law applicable to Parent, Merger Sub the Company or any Company Subsidiary or any of their its respective properties or assets; except in respect of , excluding from the foregoing clauses (bii), (ciii) or and (d) where (xiv) such failures to obtain such filings, notices, permits, authorizations, consents or consents, approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, have, or would reasonably be expected to have, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubCompany, the consummation by Parent and Merger Sub the Company of the Merger or any other Transaction or compliance by Parent and Merger Sub the Company with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent the Company Governing Documents or the comparable organizational or governing documents of any Parent Company Significant Subsidiary, (b) require any filing by Parent the Company or any Parent Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational, or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity Entity”) (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the Securities rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the LLC Act and the MGCL or the MLLCA in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the SEC Securities and Exchange Commission (the “SEC”) as may be required to be made by Parent the Company in connection with this Agreement and the Merger, including (ivA) a joint proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of Parent Common Shares in the Merger and the Parent Series A Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (v) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) in connection with this Agreement or the Merger or Merger, (vvi) such filings as may be required in connection with state and local transfer Taxes), or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, (c) require any consent or approval under, result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease Company Material Contract, or (d) violate any order, writ, injunction, decree Order or Law applicable to Parentthe Company, Merger Sub any Subsidiary of the Company, or any of their respective properties properties, assets or assetsoperations; except in respect each of clauses (b), (c) or (d) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 for (i) any applicable requirements of the Parent Disclosure LetterSecurities Act, none the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of WPZ or compliance with this Agreement by each of Parent and Merger Sub, for the consummation by Parent and Merger Sub WPZ of the Merger transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or any other Transaction or compliance by Parent obtained, neither the execution, delivery and Merger Sub with any of the provisions performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent Governing Documents the Certificates of Incorporation, Bylaws or the comparable other organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities ActWPZ Companies, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a material violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a material default (or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a Lien lien, claim or other encumbrance on any property of the properties or asset assets of a Parent Party or any other Parent Subsidiary WPZ Company, pursuant to, to any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, contract or Parent Lease other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (diii) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of the WPZ Companies or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in 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 Section 5.5 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the Parent Disclosure LetterEuropean Community pursuant to the EU Antitrust Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made, none (iv) the requirements of the Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (v) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the Delaware General Corporation Law, are made, (vi) such actions as are necessary in order to comply with Industrial Security Regulations of the U.S. Department of Defense and (vii) approval of the Merger and this Agreement by the stockholders of the Company, if required by the Delaware General Corporation Law, is received, the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent Sub and Merger Sub, the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby will not: (A) violate or conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or the By-Laws of Sub; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or any other Transaction of its subsidiaries or compliance by Parent and Merger Sub which either of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; (C) 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, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the provisions of this Agreement will Securities Act or the Exchange Act; or (aD) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation, payment or forced sale under acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent, or any of its subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective its subsidiaries is a party, or by which any such Person or any of its properties or assets; assets are bound, except in respect of clauses (b), (c) or (d) where (x) for such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesbreaches or conflicts which are not "material", losses, increases, defaults, terminations, accelerations, cancellations, rights as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectExchange Act.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubPurchaser, the consummation by Parent and Merger Sub or Purchaser of the Merger or any other Transaction transactions contemplated hereby, or compliance by Parent and Merger Sub or Purchaser with any of the provisions of this Agreement hereof will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the organizational documents of Parent Governing Documents or the comparable organizational Certificate of Incorporation or governing documents Bylaws of any Parent SubsidiaryPurchaser, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under acceleration) under, or result in require the creation giving of a Lien on notice to or the obtaining of any property consent or asset of a Parent Party or approval from any other Parent Subsidiary pursuant tothird party under, any of the terms, conditions or provisions of any Contract to which Parent, Purchaser or any of their respective Subsidiaries is a party or to which any of the foregoing's assets are bound, (c) require any filing by Parent or Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act or comparable merger and notifications, laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC and The NASDAQ Stock Market, Inc. of (A) the Schedule TO, (B) the 13E-3 Transaction Statement, (C) the Company Proxy Statement, if Company stockholder approval is required by law and (D) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such filings and approvals as may be required by any applicable state securities, blue sky or Parent Lease takeover laws, (vi) any announcements or disclosures as may be required under the United Kingdom Listing Authority's (the "UKLA") Listing Rules or by the UKLA, or (vii) any notices as may be required to be given to the Financial Services Authority in connection with Multex Investor Europe), or (d) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub Purchaser, any of their respective affiliates, or any of their respective properties or assets; , except in respect the case of clauses clause (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and would not reasonably be expected to havedefaults which, individually or in the aggregate, a have not and are not reasonably likely to prevent or delay the consummation of the Offer and the Merger in any material respect or to impair or delay in any material respect the ability of each of Parent Material Adverse Effectand Purchaser to perform its other obligations under this Agreement.

Consents and Approvals; No Violations. Except Assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as set forth in Section 5.5 amended (the “HSR Act”), are made and the waiting periods thereunder (if applicable) have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, (b) the Governmental Approvals required to Convey any Real Property or Governmental Permits to Acquiror have been made or obtained, (c) the applicable requirements of the Parent Disclosure LetterSecurities Act and the Exchange Act are met, none (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met and (f) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and the filing of the Acquiror Certificate with the Secretary of State of the State of Delaware pursuant to Section 2.05, are made, the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubSplitCo, the consummation by Parent and Merger Sub SplitCo of the Merger transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Parent or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with which any of their respective properties or assets that will be contributed to SplitCo or that are owned by the provisions of this Agreement will (a) assuming receipt Galleria Entities as of the Parent Shareholder Business Transfer Time may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default under or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration, or result in the creation give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any orderGalleria Material Contract, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except excluding in respect the case of clauses (b)ii) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, approvals, breaches, losses, increases, defaults, rights of terminations, cancellations, accelerations, cancellations, rights increases or Liens have not had, and losses which would not reasonably be expected to haveexpected, individually or in the aggregate, a Parent Material Adverse Effectto be material to the Galleria Business and (y) any Security Interests created in connection with the Galleria Credit Facility.

Consents and Approvals; No Violations. Except as set forth for in Section 5.5 of the Parent Disclosure Letter, none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of connection with or in compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (Aas amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Securities Act and the Exchange Act and the Securities Actrules and regulations promulgated thereunder, (ii) any filings as may be required under in connection with the MGCL or the MLLCA Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (iiid) such the rules and regulations of, and any filings with and approvals of, the SEC as may be NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required to be made under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by Parent in connection with the Company of this Agreement and the Mergerconsummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (ivi) such filings as may be required under violate any Law or Order applicable to the rules and regulations Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the New York Stock Exchange in connection with this Agreement Certificate of Incorporation or the Merger Bylaws; or (v) such filings as may be required in connection with state and local transfer Taxes), (civ) require any consent of, notice to or approval other action by any Person under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or breach or an event which that, with or without notice or lapse of time or both both, would become constitute a default) default or breach under, or give to others any right of cause or permit termination, cancelation, acceleration or cancellation (with other change of any right or without notice obligation or the lapse loss of time or both) ofany benefit under, or give rise to any right provision of purchaseany Company Material Contract, first offer or forced sale under or result except in the creation case of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or clause (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (biv), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have as has not had, and would not be reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, or the performance of or compliance with this Agreement by each of Parent and Merger SubPurchaser, the consummation by Parent and Merger Sub or the Purchaser of the Merger or any other Transaction Transactions, or compliance by Parent and Merger Sub or the Purchaser with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the organizational documents of Parent Governing Documents or the comparable organizational Articles of Incorporation or governing documents Bylaws of any Parent Subsidiarythe Purchaser, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or any Parent Subsidiary the Purchaser with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the MergerDGCL, (iii) such filings the filing with the SEC and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if the Company Stockholder Approval is required by Law and (C) such reports under Section 13(a) of the Exchange Act as may be required to be made by Parent in connection with this Agreement and the MergerTransactions, (iv) such filings and approvals as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement by any applicable state securities, blue sky or the Merger takeover Laws or (v) such any filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any applicable requirements of the termsHSR Act, conditions or provisions of any Parent Agreement or Parent Lease or (d) conflict with or violate any order, writ, injunction, decree or and Law applicable to Parent, Merger Sub any of its Subsidiaries, or any of their respective properties or assets; , except in respect the case of clauses clause (b), ) or (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will for (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings Consents as may be required under the MGCL Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"); (b) the approval of the sale of the CSL Stock by the holders of the common stock of CLJ; (c) compliance with the requirements of each of the Marriott Agreements (including, without limitation, Section 18 of the several Operating Agreements and of Section 2 of the Noncompetition Agreement); (d) the Consents listed in SECTION 6.1(c) of the Disclosure Schedule; and (e) Consents required for healthcare Permits (including Medicare and Medicaid provider agreements), none of the execution, delivery or performance of this Agreement by CLJ or CSL, or the MLLCA consummation by CLJ or CSL of any of the transactions contemplated hereby, will (i) conflict with or result in connection with any breach of any provision of the MergerOrganizational Documents of CLJ or any Acquired Company, (ii) require any Consent of any Governmental Entity, or (iii) such filings with the SEC as may be required violate any Contract, Law, Order or Permit to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of which CLJ or any loss of any benefit Acquired Company is a party or increase in any cost that is binding on or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or affects any of their respective properties or assets; except in respect of , excluding, however, from the foregoing clauses (bii) and (iii), (c) or (d) where (x) such failures Consents, the failure of which to obtain such permitswould not, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, and violations, breaches, losses, increases, breaches or defaults, terminationsthe occurrence of which would not, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, in either case individually or in the aggregate, have a Parent Material Adverse Effect. SNH and ACQ. SUB acknowledge that (A) the representation and warranty set forth in this SECTION 3.6, insofar as pertaining to the conversion of certain Acquired Companies pursuant to SECTION 5.6, is given only to the Knowledge of CLJ and (B) no representation is given with respect to any Consents required in connection with the Leases.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none None of the execution and delivery of this Agreement by each of Parent and Merger SubMIT, the performance of or compliance with this Agreement by each of Parent and Merger SubMIT, the consummation by Parent and Merger Sub MIT of the Merger or any other Transaction transaction contemplated hereby or compliance by Parent and Merger Sub MIT with any of the provisions of this Agreement will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the Existing Declaration of Trust or Bylaws or the comparable organizational Amended and Restated Declaration of Trust or governing documents of any Parent SubsidiaryAmended and Restated Bylaws, (bii) require any filing by Parent or any Parent Subsidiary MIT with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity Authority (except for (iv) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with with, any applicable requirements of the Exchange Act and the Securities Act, (iiw) any filings as may be required under the MGCL or the MLLCA Maryland REIT Law in connection with the Merger, (iiix) such filings with the SEC as may be required to be made by Parent MIT in connection with this Agreement and the Merger, (ivy) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (vz) such filings as may be required in connection with state and local transfer Taxestaxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (diii) violate any order, writ, injunction, decree or Law law applicable to ParentMIT, Merger Sub or any of their respective its properties or assets; except in respect of clauses (b), (cii) or (diii) where (x1) such failures to obtain such permits, authorizations, consents or approvals, (y2) such failures to make such filings or (z3) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as set forth in Section 5.5 may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for the filing of the Parent Disclosure LetterCompany Articles of Merger with, and the acceptance for record of the Company 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 and execution, delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby or any other Transaction or the compliance by Parent and Parent, Merger Sub or the Parent Significant Subsidiaries with any of the provisions of this Agreement hereof will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach or violation of or violate any provision of the Parent Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryMerger Sub Governing Documents, (bii) require any filing by Parent Parent, Merger Sub or any Parent Significant Subsidiary with, notice to, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity Authority, except (except for A) (i1) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and Proxy Statement/Prospectus, and the declaration of effectiveness of the Form S-4, and (B2) the filing with the SEC of such reports under, and other compliance with any applicable requirements of with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act, Act (iiand the rules and regulations promulgated thereunder) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Mergertransactions contemplated hereby, (ivB) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or NYSE and Nasdaq, as applicable, and (vC) such filings as may be required in connection with state and local transfer Transfer Taxes), (ciii) require any consent or approval notice under, result in any modification, a violation or breach of by Parent, Merger Sub or any loss of any benefit or increase in any cost or obligation of any Parent Party underSignificant Subsidiary of, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancelation or forced sale under acceleration) under, result in the triggering of any payment or result in the creation of a Lien any Encumbrance on any property or asset of a Parent Party Parent, Merger Sub or any other of the Parent Subsidiary Significant Subsidiaries pursuant to, to any of the terms, conditions or provisions of any Parent Agreement Material Contract to which Parent, Merger Sub or any Parent Lease Significant Subsidiary is a party or by which it or any of its respective properties or assets may be bound, or (div) violate or conflict with any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any Parent Significant Subsidiary or any of their its respective properties or assets; except in respect of , excluding from the foregoing clauses (bii), (ciii) or and (d) where (xiv) such failures to obtain such filings, notices, permits, authorizations, consents or consents, approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesbreaches or defaults which would not, lossesindividually or in the aggregate have, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none delivery or performance of this Agreement by the Company or the Company Operating Partnership, the consummation by the Company of the Merger or any of the other Transactions, the consummation by the Company Operating Partnership of the Transactions, the execution and delivery of this the Voting Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub the Company or the Company Operating Partnership with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approvalcontravene, conflict with, with or result in any breach of or violate any provision of Parent the Company Governing Documents or Documents, the comparable organizational or governing documents of any Parent SubsidiaryCompany Subsidiary or the Company Operating Partnership Agreement, (b) require any filing by Parent the Company or any Parent Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity Entity”) (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the Securities rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the MGCL DGCL or the MLLCA MGCL in connection with the Merger, (iii) such filings with the SEC Securities and Exchange Commission (the “SEC”) as may be required to be made by Parent the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE in connection with this Agreement or the Merger Merger, or (vvi) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Parent Party Company Subsidiary under, or result in a modification, violation or breach of, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement Company Material Contract or Parent Lease or Company Lease, (d) violate any order, writ, injunction, decree Order or Law applicable to Parent, Merger Sub the Company or any of the Company Subsidiaries or any of their respective properties properties, assets or assetsoperations, or (e) result in the creation or imposition of any Lien (other than a Company Permitted Lien) on any asset of the Company or any of the Company Subsidiaries; except in respect each of clauses (b), (c), (d) or (de) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. The representations and warranties set forth in this Section 3.5 are not made with respect to the Financing.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 No material Consent from any Governmental Entity, including any Gaming Authority, is required to be made or obtained by any of the Parent Disclosure LetterCaesars Parties in connection with the execution, none delivery and performance by the Caesars Parties of their respective obligations under this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party, or the consummation by the Caesars Parties of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent and Merger Sub, the Caesars Parties nor the performance by the Caesars Parties of or compliance with this Agreement by each of Parent and Merger Sub, their obligations nor the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement thereby will (a) assuming receipt of the Parent Shareholder Approval, conflict withviolate, result in any a breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default under their respective Governing Documents or the Governing Documents of their respective Subsidiaries, (b) violate, result in a breach of, or an event which constitute (with or without due notice or lapse of time or both would become both) a default) underdefault (or give rise to the creation of any Lien, except for Permitted Liens, or give to others any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease material Contract or (dc) violate or infringe any order, writ, injunction, decree Law (including Gaming Laws) or Law Order applicable to Parent, Merger Sub any Caesars Party or any of their respective properties or assets; the Transferred Assets, except in respect the case of clauses clause (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, for violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, Liens or other rights or Liens that have not had, and had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on the Transferred Assets taken as a whole, or on the ability of any Caesars Party to perform its obligations under this Agreement and each Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, or the performance of or compliance with this Voting Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction transaction contemplated hereby or compliance by Parent and Merger Sub with any of the provisions of this Agreement or the Voting Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the certificate of incorporation or bylaws (or similar governing documents) of Parent Governing Documents or the comparable organizational certificate of incorporation or governing documents bylaws of any Parent SubsidiaryMerger Sub, (b) require any filing by Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity Authority (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA DGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by Parent or Merger Sub in connection with this Agreement and the Merger, Merger or (ivv) such filings as may be required under the rules and regulations of the New York Stock Exchange NASDAQ in connection with this Agreement or and the Merger or (v) such filings as may be required in connection with state and local transfer TaxesMerger), (c) require any consent or approval under, result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any material contract, commitment or arrangement (whether written or oral) to which Parent Agreement or Parent Lease Merger Sub is a party, or by which they or any of their respective properties or assets may be bound or affected, or (d) violate any order, writ, injunction, decree or Applicable Law applicable to Parent, Parent or Merger Sub or any of their respective properties or assets; except in respect each of clauses (b), (c) or and (d) where (xi) such failures any failure to obtain such permits, authorizations, consents or approvals, (yii) such failures any failure to make such filings or (ziii) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens defaults have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except (a) No filing with or notice to, and no permit, order, authorization, registration, consent or approval of, any Governmental Entity or any regional transmission organization or independent system operator is required on the part of Seller for the execution, delivery and performance by Seller of this Agreement or the consummation by Seller and AER of the transactions contemplated by this Agreement, except (i) obtaining the approval of the transactions contemplated by this Agreement (other than any Alternative Gas Plant Transaction) by FERC pursuant to Section 203 of the FPA (the “Pre-Closing FERC Approval”); (ii) obtaining the approval of any Alternative Gas Plant Transaction by FERC pursuant to Section 203 of the FPA; (iii) compliance with applicable requirements of the Communications Act to obtain the consent of the FCC prior to the assignment to IPH of the licenses to operate the private land mobile, microwave or maritime radio units associated with the Business or to the transfer of control of the Transferred Company to IPH (the “FCC Approval”); (iv) any requisite clearance under any investigation by any Governmental Entity under any antitrust, competition or regulatory statute; (v) the filings, notices, permits, authorizations, registrations, consents or approvals listed in Section 3.4(a) of the Seller Disclosure Schedule, which, except as set forth in Section 5.5 8.2(f), are not conditions to Closing; (vi) filing an appropriate, timely notice with the Surface Transportation Board seeking an exemption from the Surface Transportation Board’s regulatory approval requirements regarding the acquisition by IPH of the Parent Disclosure Letter, none of the execution Coffeen and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 Western Railroad Company and the declaration of effectiveness of the Form S-4, and Joppa & Eastern Railroad; or (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (iivii) any filings as may be required under the MGCL or the MLLCA in connection with the Mergersuch filings, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Mergernotices, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvalsregistrations, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals the failure to make or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and obtain would not reasonably be expected to havebe material to the Transferred Company and its Subsidiaries, individually taken as a whole and would not prevent, materially delay or in materially impair the aggregate, a Parent Material Adverse Effectconsummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except Assuming (i) the filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as set forth amenxxx (xxx "XXX XXX"), and any similar filings as may be required pursuant to Puerto Rico or other Law, are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification, reporting, approval or consent requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications that must or may be effected in Section 5.5 countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Parent Disclosure LetterExchange Act are met, none (iv) the requirements under any applicable foreign, state or Puerto Rico securities or blue sky Laws are met, (v) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the PRGCL, are made, and (vi) in the case of this Agreement and the Merger, the Company Shareholder Approval is received if necessary, the execution and delivery of this Agreement by each the Company and the consummation by the Company of Parent the transactions contemplated hereby (including the changes in the composition of the Company's Board of Directors) and Merger Sub, the performance by the Company of its obligations hereunder and the performance of the Transaction Support Agreements do not and will not: (A) violate or compliance conflict with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub any provision of the Merger Company's Certificate of Incorporation (including Article TENTH thereof) or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) cause the Company to violate or conflict with (x) any United States federal, state, foreign or Puerto Rico statute, law, ordinance, rule or regulation (together, "LAWS") or (y) any order, judgment, decree or writ (together, "ORDERS") of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, Puerto Rico, any foreign country or any domestic or foreign state, county, city or other Transaction political subdivision (a "GOVERNMENTAL AUTHORITY") or compliance by Parent and Merger Sub with (z) any Permit, in each case, applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (C) require any filing with, or permit, consent or approval of, or the provisions giving of this Agreement will any notice to, any Governmental Authority by the Company; or (aD) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become both) a default) default under, or give to others result in the creation of any right Lien upon any of termination, acceleration the properties or cancellation (with assets of the Company or without notice or the lapse any of time or both) ofits Subsidiaries under, or give rise to any obligation, right of purchasetermination, first offer cancellation, acceleration or forced sale under increase of any obligation or result in the creation a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tobenefit under, any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, understanding, arrangement, lease or Parent Lease other instrument, whether written or oral, (d"CONTRACTS") violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub which the Company or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such assets are bound. There are no third-party consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably required to be expected obtained by the Company under the Contracts prior to have, individually or in the aggregate, a Parent Material Adverse Effectconsummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except Assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as set forth in Section 5.5 amended (the "HSR Act"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Parent Disclosure LetterSecurities Act and the Exchange Act are met, none including the filing with the SEC of a proxy statement/information statement in definitive form that will be mailed to Transpro Stockholders in connection with the Transpro Stockholders Meeting and will be mailed to the Modine Shareholders as an information statement in connection with the Spin Off (the "Proxy Statement") and of a registration statement on Form S-4 (as amended or supplemented from time to time, the "Form S-4") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the American Stock Exchange in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the NCBCA, are made, the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent Modine and Merger SubNewco, the performance of or compliance with this Agreement by each of Parent as applicable, and Merger Sub, the consummation by Parent Modine and Merger Sub Newco of the Merger Transactions, do not and will not (i) violate or conflict with any provision of their respective articles or certificate of incorporation or bylaws, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to Modine or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the provisions giving of this Agreement will any notice to, any Governmental Entity, or (aiv) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Modine and its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable Contract to Parent, Merger Sub which Modine or any of their respective properties its Subsidiaries is a party or assets; except by which Modine or any of its Subsidiaries may be bound, excluding in respect the case of clauses (b)i) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellationsomissions, rights or Liens have not had, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to havenot, individually or in the aggregate, a Parent reasonably be expected to have an Aftermarket Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of Neither the Parent Disclosure Letterexecution, none of the execution delivery and delivery performance of this Agreement by each of Parent TDY or the Share Sellers nor the execution, delivery and Merger Sub, the performance of the Related Agreements by TDY or compliance with this Agreement by each of Parent and Merger Subthe Share Sellers party thereto, nor the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby and thereby by TDY or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Share Sellers, will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing the Organizational Documents of TDY, ATI, the Share Sellers or the comparable organizational or governing documents of any Parent SubsidiaryTransferred Subsidiaries, (b) require any filing by Parent consent, waiver, approval, license, authorization or any Parent Subsidiary withpermit of, or filing with or notification to (collectively, the obtaining of any permit“Governmental Filings”), authorization, consent or approval of any Governmental Entity (Authority except for (i) the filing filings with the SEC of United States Federal Trade Commission (Athe “FTC”) and with the Joint Proxy Statement and Antitrust Division of the Form S-4 United States Department of Justice (the “DOJ”) pursuant to the HSR Act, and the declaration of effectiveness of the Form S-4, rules and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Actregulations promulgated thereunder, (ii) requirements of any filings as may be required under the MGCL foreign Regulatory Laws and Laws regulating trade or the MLLCA in connection with the Merger, exchange or currency controls; and (iii) such other material consents, waivers, approvals, licenses, authorizations, permits, filings with the SEC as may be required to be made by Parent or notifications set forth in connection with this Agreement and the Merger, (ivSection 3.3(b)(iii) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes)Seller’s Disclosure Schedule, (c) require any consent conflict with, or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale acceleration of any obligation of TDY (in respect of the Tungsten Materials Business) or any Transferred Subsidiary under or result a loss of any material benefit to which TDY (in respect of the creation of a Lien on any property or asset of a Parent Party Tungsten Materials Business) or any other Parent Transferred Subsidiary pursuant tois entitled under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any orderMaterial Contract, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, cancellations and accelerations which (i) would not reasonably be expected to have, individually or result in the aggregatetermination, a Parent cancellation or acceleration of any material obligation of TDY (in respect of the Tungsten Materials Business) or any Transferred Subsidiary of or under any Lease or Material Adverse EffectContract or the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Transferred Assets or the Shares, or (ii) are set forth in Section 3.3(c)(ii) of the Seller’s Disclosure Schedule, or (d) assuming the making of the Governmental Filings and obtaining of the related approvals referred to in clause (b)(i) or (b)(ii) above, violate in any material respect any Law applicable to TDY (in respect of the Tungsten Materials Business) or any Transferred Subsidiary or by which any of its respective properties or Assets may be bound.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letter------------------------------------- execution, none of the execution and delivery or performance of this Agreement by each of Parent and or Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the 42 consummation by Parent and or Merger Sub of the Merger or any other Transaction Transactions, or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the articles of incorporation or bylaws of Parent Governing Documents or the comparable organizational certificate of incorporation or governing documents by-laws of any Parent SubsidiaryMerger Sub, (b) require any material filing by Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA BCL in connection with the MergerTransactions, (iii) such filings with the SEC any filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any applicable competition, antitrust or investment laws of foreign jurisdictions, (iv) any filings with and notices to The New York Stock Exchange, Inc. as may be made by Parent required in connection with this Agreement and the Merger, Transactions and (ivv) such filings and approvals as may be required under the rules and regulations of the New York Stock Exchange by any applicable state securities, blue sky or takeover laws in connection with this Agreement or and the Merger or (v) such filings as may be required in connection with state and local transfer TaxesTransactions), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toacceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Agreement or Parent Lease Merger Sub is a party or by which either of them or any of their respective properties or assets may be bound or (d) violate any material order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of its Subsidiaries, or any of their respective properties or assets; , except in respect the case of clauses (b), (c) or and (d) where (x) for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or and any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to haveto, individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 Assuming (a) the applicable requirements of the Parent Disclosure LetterIsraeli Securities Law and of the Tel Aviv Stock Exchange (the "TASE") have been satisfied, none (b) compliance with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any other Israeli or non-U.S. Law, if applicable, intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (collectively, “Antitrust Laws”), (c) the Section 350 Voting Approval is obtained, (d) the Court Approval is obtained, and (e) the Israeli Tax Ruling is obtained, the execution and delivery of this Agreement and the Other Transaction Agreements by each of Parent OIL and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub OIL of the Merger Transactions do not and will not: (i) violate or any other Transaction or compliance by Parent and Merger Sub conflict with any provision of the provisions OIL's Charter Documents, (ii) violate or conflict with any Law or Order of this Agreement will any Governmental Authority applicable to OIL by which any of its Assets may be bound, (aiii) assuming receipt of the Parent Shareholder require any Governmental Approval, or (iv) result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration, or result in the creation of any Security Interest in effect as of the Closing upon any Assets of OIL or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any orderOIL Contract, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except excluding in respect the case of clauses (b)ii) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or Liens have not had, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectan OIL MAE.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 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 applicable requirements of the Parent Disclosure LetterSecurities Act and the Exchange Act are met, none (c) the requirements under any applicable state securities or blue sky Laws are met, (d) the requirements of the NYSE in respect of the listing of the shares of RMT Partner Common Stock to be issued hereunder are met, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, and (f) the RMT Partner Shareholder Approval is obtained, the execution and delivery of this Agreement and the Other RMT Agreements by each of Parent RMT Partner and Merger Sub, the performance of or compliance with this Agreement by each of Parent as applicable, and Merger Sub, the consummation by Parent RMT Partner and Merger Sub of the Merger Transactions do not and will not: (i) violate or conflict with any other Transaction provision of their respective articles of incorporation or compliance by Parent and code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to RMT Partner or Merger Sub with or by which any of their respective properties or assets may be bound; (iii) require any filing with, or Permit, consent or approval of, or the provisions giving of this Agreement will any notice to, any Governmental Authority; or (aiv) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration, or result in the creation of any Security Interest upon any of the properties or assets of RMT Partner or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or Contract that would be required to be filed as a “material contract” (das such term is defined in item 601(b)(10) violate any orderof Regulation S-K of the Commission) in an annual report on Form 10-K of RMT Partner if such Form 10-K was to be filed on the date of this agreement (or, writfor purposes of the closing condition in Section 6.03(c), injunctionas of the Closing Date) (an “RMT Partner Material Contract”), decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except excluding in respect the case of clauses (b)ii) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or Liens have not had, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectan RMT Partner MAE.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 Assuming (a) the filings required under 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 Parent Disclosure LetterSecurities Act and the Exchange Act are met, none including the filing with the SEC of the Proxy Statement and the Form S-4 in which the Proxy Statement will be included, and the declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the NYSE or NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the FBCA, are made, and (f) the Apple Shareholder Approval is obtained, the execution and delivery of this Agreement by each of Parent Apple and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub Apple of the Merger Transactions, do not and will not (i) violate or conflict with any provision of its articles of incorporation or bylaws or the comparable governing documents of any of its Subsidiaries, (ii) violate or conflict with any Law or Order applicable to Apple or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the provisions giving of this Agreement will any notice to, any Governmental Entity, or (aiv) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Apple or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable Contract to Parent, Merger Sub which Apple or any of their respective properties its Subsidiaries is a party, or assets; except by which Apple or any of its Subsidiaries may be bound, excluding in respect the case of clauses (b)i) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, rights of termination, cancellations, accelerations, increases, defaultslosses, terminations, accelerations, cancellations, rights or Liens have not had, creations and impositions of Encumbrances which would not reasonably be expected to havenot, individually or in the aggregate, a Parent reasonably be expected to have an Apple Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of each Transaction Agreement to which it is a party does not, and the Merger or any other Transaction or compliance performance by Parent and and/or Merger Sub with any of each such Transaction Agreement and the consummation by Parent and/or Merger Sub of the provisions of this Agreement transactions contemplated thereby, including the Financing and the Merger, will not, (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the certificate of formation or the comparable organizational limited liability company agreement of Parent or governing documents of any Parent SubsidiaryMerger Sub, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation or forced sale under or result in the creation of a Lien on acceleration) under, any property or asset of a Contract to which Parent Party or any other Parent Subsidiary pursuant to, of its Subsidiaries is a party or by which any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub them or any of their respective properties or assetsassets is bound, (c) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets or (d) other than in connection or compliance with applicable requirements of the Vermont Laws and other applicable Laws, require Parent or Merger Sub to make any filing or registration with or notification to, or require Parent or Merger Sub to obtain any authorization, consent or approval of, any Governmental Entity; except except, in respect the case of clauses (b), (c) or and (d) where (x) ), for such failures to obtain such permitsviolations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals, (y) such failures approvals the failure of which to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsobtain, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to prevent or materially impair or delay the ability of Parent Material Adverse Effector Merger Sub to perform their respective obligations under this Agreement, of Parent to enforce its rights and the obligations of members of the Xxxxxxx Granite Group under the Voting Agreements or the Xxxxxxx Contributing Shareholders under the Xxxxxxx Contribution Agreements or of Merger Sub to consummate the Merger.

Consents and Approvals; No Violations. Except Assuming (i) ------------- ------------------------------------- the filings required under the HSR Act are made and the waiting periods thereunder have been terminated or expired, (ii) the prior notification and reporting requirements of the European Antitrust Laws, if applicable, are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) 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 be or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the requirements of the NYSE in respect of the listing of the shares of Parent Common Stock to be issued hereunder are met, (vii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the VSCA, are made, (viii) the requirements of any applicable state law relating to the transfer of contaminated property are met and (ix) as otherwise set forth in Section 5.5 6.04 of the Parent Disclosure LetterSchedule, none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent Sub and Merger Sub, the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby do not and will not: (A) violate or conflict with any provision of Parent's Articles of Incorporation or Parent's By-Laws or the comparable governing documents of any of its Significant Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with which any of the provisions of this Agreement will their respective properties or assets may be bound; (aC) assuming receipt except as provided above or as set forth in Section 6.04 of the Parent Shareholder ApprovalDisclosure Schedule, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) except as set forth in Section 6.04 of the Parent Disclosure Schedule, result in a violation or breach of, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required give rise to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration cancellation, payment or cancellation (with acceleration) under, or without notice result in the creation of any Lien upon any of the properties or the lapse assets of time Parent or both) ofany of its Subsidiaries under, or give rise to any obligation, right of purchasetermination, first offer cancellation, acceleration or forced sale under increase of any obligation or result in the creation a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Contracts to which Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of assets are bound, excluding from the foregoing clauses (bB), (cC) or and (dD) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or accelerations and creations and impositions of Liens have not hadwhich, and filings, permits, consents, approvals or notices, the failure to have made or received, would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Material Adverse Effect; provided, however, that for purposes of this Section 6.04, the definition of -------- ------- "Parent Material Adverse Effect" shall be read so as not to include clause (ii)(B) thereof.

Consents and Approvals; No Violations. Except Assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (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 in on Section 5.5 2.03(b) of the Parent Disclosure LetterLetter have been obtained, none (c) the applicable requirements of the Securities Act and the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met, (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 of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the DLLCA, are made, and (g) filings with and consents from Governmental Authorities required to convey Real Property and other Assets pursuant to Separation Agreement, the execution and delivery of this Agreement and the Other Transaction Agreements by each of Parent and Merger SubWimbledon, the performance of or compliance with this Agreement by each of Parent as applicable, and Merger Sub, the consummation by Parent and Merger Sub Wimbledon of the Merger Transactions do not and will not (i) violate or conflict with any provision of their respective articles of incorporation, bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Parent or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with which any of their respective properties or assets that will be contributed to Wimbledon pursuant to the provisions Separation Agreement may be bound, (iii) require any Governmental Approval (other than in connection with the Conveyance of this Agreement will (a) assuming receipt Permits utilized in connection with the operation of the Parent Shareholder ApprovalSnacks Business that are unrelated to the manufacturing of the types of products of the Snacks Business as such products are currently being manufactured, or consents or approvals not required for the operation of the Snacks Business as currently conducted) or (iv) result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration, or result in the creation of any Security Interest upon any of the properties or assets of Parent or its Subsidiaries that will be contributed to Wimbledon pursuant to the Separation Agreement or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any orderWimbledon Material Contract, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except excluding in respect the case of clauses (b)ii) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or Liens have not had, accelerations and creations and impositions of Security Interests which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSnacks Business MAE and (y) any Security Interests created in connection with the Wimbledon Credit Facility.

Consents and Approvals; No Violations. Except Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as set forth amended (the "HSR ACT"), and any similar filings as may be required pursuant to Puerto Rico or other Law, are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification, reporting, approval or consent requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications that must or may be effected in Section 5.5 countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Parent Disclosure LetterExchange Act are met, none (iv) the requirements under any applicable foreign, state or Puerto Rico securities or blue sky Laws are met, (v) the filing of the Certificate of Merger and other appropriate merger documents, if any, as 20 of 56 required by the PRGCL, are made, and (vi) in the case of this Agreement and the Merger, the Company Shareholder Approval is received if necessary, the execution and delivery of this Agreement by each the Company and the consummation by the Company of Parent the transactions contemplated hereby (including the changes in the composition of the Company's Board of Directors) and Merger Sub, the performance by the Company of its obligations hereunder and the performance of the Transaction Support Agreements do not and will not: (A) violate or compliance conflict with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub any provision of the Merger Company's Certificate of Incorporation (including Article TENTH thereof) or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) cause the Company to violate or conflict with (x) any United States federal, state, foreign or Puerto Rico statute, law, ordinance, rule or regulation (together, "LAWS") or (y) any order, judgment, decree or writ (together, "ORDERS") of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, Puerto Rico, any foreign country or any domestic or foreign state, county, city or other Transaction political subdivision (a "GOVERNMENTAL AUTHORITY") or compliance by Parent and Merger Sub with (z) any Permit, in each case, applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (C) require any filing with, or permit, consent or approval of, or the provisions giving of this Agreement will (aany notice to, any Governmental Authority by the Company; or(D) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become both) a default) default under, or give to others result in the creation of any right Lien upon any of termination, acceleration the properties or cancellation (with assets of the Company or without notice or the lapse any of time or both) ofits Subsidiaries under, or give rise to any obligation, right of purchasetermination, first offer cancellation, acceleration or forced sale under increase of any obligation or result in the creation a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tobenefit under, any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, understanding, arrangement, lease or Parent Lease other instrument, whether written or oral, (d"CONTRACTS") violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub which the Company or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such assets are bound. There are no third-party consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably required to be expected obtained by the Company under the Contracts prior to have, individually or in the aggregate, a Parent Material Adverse Effectconsummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and or Merger Sub of the Merger or any other Transaction Transactions, or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of the articles of incorporation or bylaws of Parent Governing Documents or the comparable organizational certificate of incorporation or governing documents by-laws of any Parent SubsidiaryMerger Sub, (b) require any material filing by Parent or any Parent Subsidiary Merger Sub with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA BCL in connection with the MergerTransactions, (iii) such filings with the SEC any filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any applicable competition, antitrust or investment laws of foreign jurisdictions, (iv) any filings with and notices to The New York Stock Exchange, Inc. as may be made by Parent required in connection with this Agreement and the Merger, Transactions and (ivv) such filings and approvals as may be required under the rules and regulations of the New York Stock Exchange by any applicable state securities, blue sky or takeover laws in connection with this Agreement or and the Merger or (v) such filings as may be required in connection with state and local transfer TaxesTransactions), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toacceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Agreement or Parent Lease Merger Sub is a party or by which either of them or any of their respective properties or assets may be bound or (d) violate any material order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of its Subsidiaries, or any of their respective properties or assets; , except in respect the case of clauses (b), (c) or and (d) where (x) for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or and any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to haveto, individually or in the aggregate, impair in any material respect the ability of each of Parent and Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions. Section 5.4 Information in the Proxy Statement. None of the information supplied by Parent or Merger Sub in writing (including electronically) expressly for inclusion in the Proxy Statement will, at the date mailed to shareholders and at the time of the Special Meeting, contain any untrue statement of a Parent Material Adverse Effectmaterial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent Parent, Merger Sub and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Partnership Merger Sub, the consummation by Parent Parent, Merger Sub and Partnership Merger Sub of the Merger Mergers or any of the other Transaction Transactions or compliance by Parent Parent, Merger Sub and Partnership Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approvalcontravene, conflict with, with or result in any breach of or violate any provision of the Parent Governing Documents, the Merger Sub Governing Documents, the Partnership Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Significant Subsidiary, (b) require any filing by Parent Parent, Merger Sub, Partnership Merger Sub or any Parent Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL MGCL, the DRULPA or the MLLCA DLLCA in connection with the MergerMergers, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement Parent, including the Joint Proxy Statement and the MergerForm S-4, (iv) compliance with any applicable requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE in connection with this Agreement or the Merger Mergers, or (vvi) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or Contract that is material to Parent, (d) violate any order, writ, injunction, decree Order or Law applicable to Parent, Merger Sub, Partnership Merger Sub or any Parent Subsidiary or any of their respective properties properties, assets or assetsoperations, or (e) result in the creation or imposition of any Lien on any asset of Parent, Merger Sub, Partnership Merger Sub or any Parent Subsidiaries; except in respect each of clauses (b), (c), (d) or (de) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt for applicable requirements of the Parent Shareholder ApprovalXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, conflict withas amended (the "HSR Act"), result the Securities Act, the Exchange Act, state or foreign laws relating to takeovers, state securities or blue sky laws and the regulations promulgated thereunder, state banking statutes and other state laws in any breach respect of change of control of mortgage bankers, mortgage loan originators or violate any provision of Parent Governing Documents mortgage loan servicers and the regula tions promulgated thereunder, and similar matters (collectively, the "Governmental Requirements"), or the comparable organizational or governing documents of any Parent Subsidiary, (b) require where the failure to make any filing by Parent or any Parent Subsidiary with, or the obtaining of to obtain any permit, authorization, consent or approval of, any court or tribunal or administrative, government al or regulatory body, agency, commission, division, department, public body or other authority (a "Government Entity") would not prevent or delay the consummation of the Acquisition, or otherwise prevent the GSCP Funds from performing their obligations under this Agreement, and would not individually or in the aggregate reasonably be expected to have a GSCP Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity (except is necessary for the execution, delivery and performance of this Agreement by the GSCP Funds and the consummation of the transactions contemplated hereby. Neither the execution, delivery or performance of this Agreement by the GSCP Funds, nor the consummation by the GSCP Funds of the Acquisition and the other transactions contemplated hereby, nor compliance by the GSCP Funds with any of the provisions hereof, will (i) the filing conflict with the SEC or result in any breach of (A) the Joint Proxy Statement and any provisions of the Form S-4 and the declaration of effectiveness organizational documents of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities ActGSCP Funds, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation, acceleration, vesting, payment, exercise, suspension or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant torevocation) under, any of the terms, conditions conditions, or provisions of any Parent Agreement note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or Parent Lease other instrument or obligation to which the GSCP Funds are a party or by which any of them or any of their properties or assets may be bound, (diii) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub the GSCP Funds or any of their respective properties or assets; , (iv) result in the creation or imposition of any Encumbrance on any asset of the GSCP Funds, or (v) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the GSCP Funds to conduct their businesses as currently conducted, except in respect the case of clauses (bii), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvalsiii), (yiv) such failures to make such filings or and (zv) such failures to obtain such consents or approvals or any such modifications, for violations, breaches, losses, increases, defaults, terminations, cancellations, accelerations, cancellationsvestings, rights payments, exercises, creations, impositions, suspensions or Liens have not had, and revocations which would not individually or in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent GSCP Material Adverse Effect. "Encumbrance" shall mean any mortgage, pledge, lien, charge, encumbrance, defect, security interest, claim, option or restriction of any kind.

Consents and Approvals; No Violations. Except Assuming (a) the filings required under the Hart-Scott Rodino Antitrust Improvement Act of 1976, as set forth in Section 5.5 amended (thx "XSX Xxx") xxx 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 Securities Act and state securities or "blue sky" laws and the Exchange Act are met, including the filing with the SEC of a proxy statement in definitive form that will be mailed to Strawberry Stockholders in connection with the Strawberry Stockholders Meeting (the "Proxy Statement"), (c) the required notices to the NYSE related to the Transactions are delivered, (d) compliance with applicable foreign competition laws, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, (f) the filing of the Strawberry Charter Amendment and (g) the Strawberry Stockholder Approval and approval by Parent Disclosure Letterin its capacity as sole stockholder of MergerSub is obtained, none of the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party by Parent and MergerSub and the consummation by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub MergerSub of the Merger Transactions, do not and will not (i) violate or conflict with any provision of their respective certificates of incorporation or bylaws or the comparable governing documents of any of its Subsidiaries, (ii) violate or conflict with any Law or Order applicable to Parent or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the provisions giving of this Agreement will any notice to, any Governmental Entity, or (aiv) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Contract to which Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties its Subsidiaries is a party, or assets; except by which Parent or any of its Subsidiaries may be bound, excluding in respect the case of clauses (b)iii) and (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, rights of termination, cancellations, accelerations, increases, defaultslosses, terminations, accelerations, cancellations, rights or Liens have not had, creations and impositions of Encumbrances which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Strawberry Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of Company or compliance with this Agreement by each of Parent and Merger Subthe Company Operating Partnership, the consummation by Parent and Merger Sub the Company of the Company Merger or any of the other Transaction Transactions, the consummation by the Company Operating Partnership of the Partnership Merger or any of the other Transactions, or compliance by Parent and Merger Sub the Company or the Company Operating Partnership with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approvalcontravene, conflict with, with or result in any breach of or violate any provision of Parent the Company Governing Documents Documents, the Company Operating Partnership Agreement or the comparable organizational or governing documents of any Parent Significant Subsidiary, (b) require any filing by Parent the Company or any Parent Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity Entity”) (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the Securities rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the MGCL or the MLLCA MRULPA in connection with the MergerMergers, (iii) such filings with the SEC Securities and Exchange Commission (the “SEC”) as may be required to be made by Parent the Company in connection with this Agreement and the MergerMergers, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the DLR Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of DLR Common Stock in the Mergers will be registered pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (v) compliance with any applicable requirements under the antitrust and competition laws of jurisdictions other than those of the United States (collectively, the “Foreign Antitrust Laws”), (vi) such filings as may be required under the rules and regulations of the New York Stock Exchange NYSE in connection with this Agreement or the Merger Mergers, or (vvii) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Parent Agreement or Parent Company Material Contract, Company Property Lease, Company Lease or Company Tax Protection Agreement, (d) assuming the making of all filings and notifications as may be required under the HSR Act and the Foreign Antitrust Laws and the receipt of all clearances, authorizations, approvals, consents and waiting period expirations or terminations as may be required under the HSR Act and the Foreign Antitrust Laws, violate any order, writ, injunction, decree Order or Law applicable to Parent, Merger Sub the Company or any Company Subsidiaries or any of their respective properties properties, assets or assetsoperations, or (e) result in the creation or imposition of any Lien on any asset of the Company or any Company Subsidiaries; except in respect each of clauses (b), (c), (d) or (de) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, lossesimpositions, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except Assuming (i) the filings required under applicable Brazilian antitrust or competition laws, the Competition Act and the HSR Act are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Exon-Xxxxxx is made, (iii) the prior notification and reporting requirements of the European Antitrust Laws are met and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as set forth may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in Section 5.5 countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the applicable requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the requirements under the Market Act, any regulations promulgated thereunder and the rules of the HSE, in respect of the listing of the Parent Disclosure LetterOrdinary Shares to be issued hereunder are met, none (viii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the BCL, are made, (ix) in the case of this Agreement and the Parent Stock Option Agreement the Parent Shareholder Approval is received, and (x) the requirements of any applicable state law relating to the transfer of contaminated property are met, the execution and delivery of this Agreement, the Stock Option Agreement and the Parent Stock Option Agreements by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent Sub and Merger Sub, the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby do not and will not: (A) violate or conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or By-Laws of any of its Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with any which either of the provisions of this Agreement will their respective properties or assets may be bound; (aC) assuming receipt except as set forth in Section 5.4 of the Parent Shareholder ApprovalDisclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to any Governmental Authority; or (D) except as set forth in Section 5.4 of the Parent Disclosure Letter, result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Significant Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Contracts which Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective its Significant Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of assets may be bound, excluding from the foregoing clauses (bB), (cC) or and (dD) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or accelerations and creations and impositions of Liens have not had, and would which could not reasonably be expected to haveto, individually or in the aggregate, have a Parent Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 for (i) any applicable requirements of the Parent Disclosure LetterSecurities Act, none the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the GCL and (iii) those required filings, registrations, consents, and approvals listed on EXHIBIT 6.4 attached hereto, no filing or registration with, and no Permit, authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of WPZ or compliance with this Agreement by each of Parent and Merger Sub, for the consummation by Parent and Merger Sub WPZ of the Merger transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or any other Transaction or compliance by Parent obtained, neither the execution, delivery and Merger Sub with any of the provisions performance of this Agreement or the other agreements contemplating hereby nor the consummation of the transactions contemplated hereby or thereby by WPZ or any of its Subsidiaries will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent Governing Documents the Certificates of Incorporation, Bylaws or the comparable other organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities ActWPZ Companies, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a material violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a material default (or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration) under, or otherwise result in any material diminution of any of the rights of the WPZ Companies with respect to, or result in the loss of any material benefit to or the creation of a Lien lien, claim or other encumbrance on any property of the properties or asset assets of a Parent Party or any other Parent Subsidiary WPZ Company, pursuant to, to any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, contract or Parent Lease other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (diii) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of the WPZ Companies or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as set forth in Section 5.5 amended (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 the Parent Disclosure Letterantitrust laws of the member states of the European Union as may be applicable (collectively, none the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) 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, (iv) the applicable requirements of the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made and (vii) in the case of this Agreement, the Company Shareholder Approval is received, the execution and delivery of this Agreement by each of Parent the Company and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub the Company of the Merger transactions contemplated hereby (including the changes in the composition of the Board of Directors of the Company) do not and will not: (A) violate or conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other Transaction instrumentality of the United States, any foreign country or compliance by Parent and Merger Sub with any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of the provisions its Subsidiaries or by which any of this Agreement will their respective properties or assets may be bound; (aC) assuming receipt except as set forth in Section 5.4 of the Parent Shareholder ApprovalCompany Disclosure Schedule, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) except as set forth in Section 5.4 of the Company Disclosure Schedule, result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation, payment or forced sale under acceleration) under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease or Parent Lease other instrument or obligation of any kind (d"CONTRACTS") violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub which the Company or any of their respective its Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of assets are bound, excluding from the foregoing clauses (bB), (cC) or and (dD) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or accelerations and creations and impositions of Liens have not had, and would which could not reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect or prevent the consummation of any of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except Assuming (a) the filings required under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvement Act of 1976, as set forth in Section 5.5 amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Parent Disclosure LetterSecurities Act and the Exchange Act are met, none (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the NYSE in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the Ohio Corporation Law, are made, the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent P&G and Merger SubNewco, the performance of or compliance with this Agreement by each of Parent as applicable, and Merger Sub, the consummation by Parent P&G and Merger Sub Newco of the Merger Transactions do not and will not: (i) violate or any other Transaction or compliance by Parent and Merger Sub conflict with any provision of their respective articles of incorporation or code of regulations, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to P&G or Newco or by which any of their respective properties or assets that will be contributed to Newco pursuant to the provisions Contribution Agreement may be bound; (iii) require any filing with, or Permit, consent or approval of, or the giving of this Agreement will any notice to, any Governmental Entity; or (aiv) assuming receipt of the Parent Shareholder Approvalresult in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of P&G and its Subsidiaries that will be contributed to Newco pursuant to the Contribution Agreement or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement Contract to which P&G or Parent Lease Newco is a party that will be contributed to Newco pursuant to the Contribution Agreement, or (d) violate any order, writ, injunction, decree by which Newco or Law applicable to Parent, Merger Sub or any of their respective the properties or assets; except assets that will be contributed to Newco pursuant to the Contribution Agreement may be bound, excluding in respect the case of clauses (b)i) through (iv) above, (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or Liens have not had, accelerations and creations and impositions of Encumbrances which would not have or reasonably be expected to have, individually or in the aggregate, a Parent Jif/Crisco Material Adverse Effect.

Consents and Approvals; No Violations. Except Assuming (i) the filings required under applicable Brazilian antitrust or competition laws, the Competition Act and the HSR Act are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Exon-Fxxxxx is made, (iii) the prior notification and reporting requirements of the European Antitrust Laws are met and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as set forth may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in Section 5.5 countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the applicable requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the requirements under the Market Act, any regulations promulgated thereunder and the rules of the HSE, in respect of the listing of the Parent Disclosure LetterOrdinary Shares to be issued hereunder are met, none (viii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the BCL, are made, (ix) in the case of this Agreement and the Parent Stock Option Agreement the Parent Shareholder Approval is received, and (x) the requirements of any applicable state law relating to the transfer of contaminated property are met, the execution and delivery of this Agreement, the Stock Option Agreement and the Parent Stock Option Agreements by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent Sub and Merger Sub, the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby do not and will not: (A) violate or conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or By-Laws of any of its Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any other Transaction of its Subsidiaries or compliance by Parent and Merger Sub with any which either of the provisions of this Agreement will their respective properties or assets may be bound; (aC) assuming receipt except as set forth in Section 5.4 of the Parent Shareholder ApprovalDisclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to any Governmental Authority; or (D) except as set forth in Section 5.4 of the Parent Disclosure Letter, result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Significant Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Contracts which Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective its Significant Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of assets may be bound, excluding from the foregoing clauses (bB), (cC) or and (dD) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or accelerations and creations and impositions of Liens have not had, and would which could not reasonably be expected to haveto, individually or in the aggregate, have a Parent Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 for (i) the filing of a premerger notification report under the HSR Act and the expiration or termination of the Parent Disclosure Letterapplicable waiting period with respect thereto; (ii) the filing with the SEC of the CP&L Exchange Registration Statement and the Registration Statement, none such reports under Section 13(a) of the Exchange Act and such other compliance with the Securities Act and the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby, and the obtaining from the SEC of such orders as may be so required; (iii) the filing of articles of exchange with respect to the CP&L Exchange with the Secretary of State of the State of North Carolina and the FPC Articles of Exchange with the Department of State of the State of Florida and the Secretary of State of the State of North Carolina; (iv) such filings and approvals as may be required by any applicable state securities or "blue sky" laws; and (v) any required filings with and approvals of the NCUC, the SCPSC, the NRC, the SEC (with respect to PUHCA), the FCC and the FERC, no filing or registration with, and no permit, authorization, consent, order or approval of, any Governmental Authority is necessary or required in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of CP&L or compliance with this Agreement by each of Parent and Merger Sub, Holdco or for the consummation by Parent and Merger Sub CP&L or Holdco of the Merger transactions contemplated by this Agreement other than as may not reasonably be expected to have a Material Adverse Effect on CP&L. Assuming that all filings, registrations, permits, authorizations, consents, orders and approvals contemplated by the immediately preceding sentence have been duly made or any other Transaction or compliance by Parent obtained, and Merger Sub with any the approval of the provisions of this Agreement will (a) CP&L Exchange by the CP&L shareholders has been received, and assuming receipt of the Parent Shareholder Approvalrequired approval of the holders of Holdco Common Stock at the Holdco Special Meeting, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by CP&L and Holdco will (i) conflict with, with or result in any breach of or violate any provision of Parent Governing Documents the Articles of Incorporation, bylaws, partnership or the comparable joint venture agreements or other organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities ActCP&L Companies, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required subject to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval underobtaining necessary third party consents, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation, acceleration or forced sale under increased cost) under, or otherwise result in any diminution of any of the creation rights of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant the CP&L Companies with respect to, any of the terms, conditions or provisions of any Parent Agreement security, note, bond, mortgage, indenture, license, Contract or Parent Lease other instrument or obligation to which any of the CP&L Companies is a party or by which it or any of them or any of their properties or assets may be bound or (diii) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of the CP&L Companies or any of their respective properties or assets; except assets except, in respect the case of clauses (b), (cii) or (diii) where (x) such failures to obtain such permitsabove, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, for violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and would not reasonably be expected to havedefaults that, individually or in the aggregate, may not reasonably be expected to have a Parent Material Adverse EffectEffect on CP&L and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none delivery or performance of this Agreement, the Local Purchase Agreements, the Transition Services Agreement or the other Transaction Documents or the consummation of the execution transactions contemplated hereby and delivery of this Agreement thereby by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Buyer will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the certificate of incorporation or the bylaws (or other comparable organizational or governing documents documents) of any Parent SubsidiaryBuyer, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of Governmental Filings with any Governmental Entity (Authority, except for (i) the filing filings with the SEC of (A) the Joint Proxy Statement and of the Form S-4 FTC and the declaration of effectiveness of DOJ pursuant to the Form S-4HSR Act, and (B) such reports under, the rules and other compliance with any applicable requirements of the Exchange Act and the Securities Actregulations promulgated thereunder, (ii) requirements of any filings as may be required under the MGCL foreign Regulatory Laws and Laws regulating trade or the MLLCA in connection with the Mergerexchange or currency controls, (iii) such filings with the SEC as may be required notice or application to be made by Parent in connection with this Agreement the NYSE for the acquisition and issuance of the Merger, shares of Buyer Common Stock constituting the Buyer Stock Consideration for trading thereon and (iv) such consents, waivers, approvals, licenses, authorizations, permits, filings as may or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be required expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under the rules and regulations of the New York Stock Exchange in connection with this Agreement and to consummate the Sale or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes)other material transactions contemplated hereby, (c) require any consent or approval underconflict with, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation or forced sale under acceleration of any obligation or result in the creation a loss of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tobenefit to which Buyer is entitled under, any of the terms, conditions or provisions of any Parent Agreement Contract or Parent Lease Permit to which Buyer is a party or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub by which Buyer or any of their respective its properties or assets; Assets may be bound, except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights accelerations or Liens have not had, and losses of benefit which would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect.reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by which any of its properties or Assets may be bound, except for such violations which would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby. Section 4.5

Consents and Approvals; No Violations. Except as set forth Assuming compliance with the matters referred to in Section 5.5 of the Parent Disclosure Letter4.4(iv)(A)-(E), none of and subject to obtaining Broadcom Shareholder Approval, the execution and delivery of this Agreement by each of Parent Broadcom do not, and Merger Sub, the performance by Broadcom of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub Broadcom of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions applicable to it contemplated hereby will not, (ai) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents the articles of incorporation or the comparable organizational or governing documents bylaws of any Parent SubsidiaryBroadcom, (bii) require any filing consent by Parent any Person under, conflict with or 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) of Broadcom’s obligations under any Material Contract, (iii) violate any Law applicable to Broadcom, any of its Subsidiaries or any Parent Subsidiary withof their properties or assets or (iv) other than in connection with or compliance with (A) the Laws of the State of California, (B) the HSR Act, other Antitrust Laws and CFIUS, (C) Nasdaq Rules and listing standards, (D) the Exchange Act and (E) the Securities Act, require Broadcom or any of its Subsidiaries to make any filing or registration with or notification to, or the obtaining of to obtain any permit, authorization, consent or approval of any Governmental Entity Entity; except, (except for (ix) the filing with the SEC of (A) the Joint Proxy Statement and in each case, as set forth in Section 4.4 of the Form S-4 and Broadcom Disclosure Schedule or (y) in the declaration case of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, clauses (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger), (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent for such violations, breaches, defaults or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofcancellation, or give rise to any right acceleration of purchaseBroadcom’s obligations that, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tofilings, any of the termsregistrations, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of their respective properties or assets; except in respect of clauses (b), (c) or (d) where (x) such failures to obtain such permitsnotifications, authorizations, consents or approvalsapprovals the failure of which to make or obtain, (y1) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, either individually or in the aggregate, a Parent Broadcom Material Adverse EffectEffect and would not materially adversely affect the ability of Broadcom to consummate the transactions contemplated hereby, or (2) would occur or be required as a result of the business or activities in which Avago or its Subsidiaries (including the other Avago Parties) is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Avago or its Subsidiaries (including the other Avago Parties).

Consents and Approvals; No Violations. Except Assuming (i) the filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as set forth in Section 5.5 amended (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 the Parent Disclosure Letterantitrust laws of the member states of the European Union as may be applicable (collectively, none the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) 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, (iv) the applicable requirements of the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made and (vii) in the case of this Agreement, the Company Shareholder Approval is received, the execution and delivery of this Agreement by each of Parent the Company and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub the Company of the Merger or any other Transaction or compliance by Parent and Merger Sub with any transactions contemplated hereby (including the changes in the composition of the provisions Board of this Agreement will (a) assuming receipt Directors of the Parent Shareholder Approval, Company) do not and will not: (A) violate or conflict with, result in any breach of or violate with any provision of Parent Governing Documents the Company's Certificate of Incorporation or the Company's By-Laws or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and its Subsidiaries; (B) such reports under, and other compliance violate or conflict with any applicable requirements of the Exchange Act and the Securities Actstatute, law, ordinance, rule or regulation (iitogether, "LAWS") any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, judgment, decree, writ, injunctionpermit or license (together, decree "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or Law other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to Parent, Merger Sub the Company or any of its Subsidiaries or by which any of their respective properties or assetsassets may be bound; (C) except as set forth in respect Section 5.4 of clauses (b)the Company Disclosure Schedule, (c) or (d) where (x) such failures to obtain such permitsrequire any filing with, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.or

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement and the Stock Purchase Agreements by each of Parent and Merger Sub, or the performance of or compliance with this Agreement by each of Parent and Merger SubPurchaser, the consummation by Parent and Merger Sub or the Purchaser of the Merger or any other Transaction Transactions, or compliance by Parent and Merger Sub or the Purchaser with any of the 40 provisions of this Agreement hereof or thereof will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of (x) the organizational documents of Parent Governing Documents or the comparable organizational certificate of incorporation or governing documents bylaws of any Parent Subsidiarythe Purchaser or (y) state securities or blue sky laws or the DGCL, (b) require any filing by Parent or any Parent Subsidiary the Purchaser with, or the obtaining of any permit, authorization, consent or approval of of, any Governmental Entity Authority (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under filing pursuant to the MGCL or the MLLCA in connection with the MergerDGCL, (iii) such filings the filing or deemed filing with the SEC as may be required to be made by Parent in connection with this Agreement and Nasdaq of (A) the MergerProxy Statement, and (ivB) such filings as may be required reports under the rules and regulations Section 13(a) of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings Act as may be required in connection with this Agreement, the Stock Purchase Agreements and the Transactions, or (iv) such filings and approvals as may be required by any applicable state and local transfer Taxessecurities, blue sky or takeover Laws), or (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (d) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent, Merger Sub any of its Subsidiaries (including, without limitation, the Purchaser) or any of their respective properties or assets; , except in respect the case of clauses clause (ba)(y), (cb) or (d) where (xc) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to haveexpected, individually or in the aggregate, a to impair in any material respect the ability of each Parent Material Adverse Effectand the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger SubBuyer Parties, the consummation by Parent and Merger Sub the Buyer Parties of the Merger acquisition of the Target Properties, the Equity Issuance, or any other Transaction or compliance by Parent and Merger Sub the Buyer Properties with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent the Buyer Parties’ Governing Documents or the comparable organizational or governing documents Governing Documents of any Parent material Buyer Subsidiary, (b) require any filing by Buyer Parent or any Parent Buyer Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity Entity”) (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Actand Exchange Commission (the “SEC”), (ii) any such filings as may be required by Buyer Parent under the MGCL or rules and regulations of the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent NYSE in connection with this Agreement and the MergerEquity Issuance, (iviii) such filings filings, permits, authorizations, consents and approvals as may be required under the rules and regulations Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the New York Stock Exchange in connection with this Agreement or the Merger “HSR Act”), or (viv) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, automatically result in any a modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give rise to others any right, including, but not limited to, any right of termination, acceleration amendment, cancellation or cancellation (with or without notice or the lapse of time or bothacceleration) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant tounder, any of the terms, conditions or provisions of any Buyer Ground Lease, Buyer Material Contract, Material Buyer Lease or loan documents with respect to material Indebtedness of Buyer Parent Agreement or Parent Lease and the Buyer Subsidiaries (taken as a whole), or (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub the Buyer Parties or any of their respective properties or assets; except in respect each of clauses (b), (c) or (d) where (x) such failures any failure to obtain such permits, authorizations, consents or approvals, (y) such failures any failure to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breachesrights, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have defaults has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Buyer Material Adverse EffectEffect or a material adverse effect on the ability of the Buyer Parties to consummate the acquisition of the Target Properties, the Equity Issuance and the other Transactions. The Requisite Stockholder Approval is the only vote of the holders of any class or series of Equity Interests of Buyer Parent or the Buyer Subsidiaries necessary to approve the Equity Issuance, and no vote of the holders of any such Equity Interests is necessary to approve the Transactions other than the Equity Issuance or as has been obtained.

Consents and Approvals; No Violations. Except as set forth ------------------------------------- disclosed in Section 5.5 4.6 of the Parent Company Disclosure LetterSchedule, none of the execution and delivery of this Agreement by each of Parent the Company of, and Merger Sub, the performance by the Company of its obligations under, this Agreement, or compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub the Company of the Merger or any other Transaction Transactions or compliance by Parent and Merger Sub the Company with any of the provisions of this Agreement hereof will (ai) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent Governing the Company Organizational Documents or Subsidiary Organizational Documents, state securities or blue sky laws or the comparable organizational or governing documents of any Parent SubsidiaryBCL, (bii) require any material filing by Parent the Company or any Parent Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign or domestic (a "Governmental Entity Entity") (except for (iA) the filing with the SEC of ------------------- the proxy statement relating to the Special Meeting (Aas defined in Section 7.1(a)(i)) (such proxy statement, as amended or supplemented from time to time, the Joint "Proxy Statement ----- Statement") and of such other statements and reports under the Form S-4 Exchange --------- Act as may be required in connection with this Agreement and the declaration of effectiveness of the Form S-4Transactions, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA BCL in connection with the Merger, (iiiC) such any filings with the SEC as may be required to under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any applicable foreign ------- competition, antitrust or investment laws, (D) any filings as may be made by Parent required with the American Stock Exchange in connection with this Agreement and the Merger, Transactions and (ivE) such any filings as may be required under the rules and regulations of the New York Stock Exchange state securities or "blue sky" laws in connection with this Agreement or and the Merger or (v) such filings as may be required in connection with state and local transfer TaxesTransactions), (ciii) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer amendment, cancellation or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toacceleration) under, any of the terms, conditions or provisions of any Parent material Company Agreement or Parent Lease (as defined below) or (div) violate any material order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parentthe Company, Merger Sub any Company Subsidiary or any of their respective properties or assets; , except in respect the case of clauses (bii), (ciii) or and (d) where (x) iv), for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or and any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation by the Company of the Transactions. As used in this Agreement, "Company Agreement" means any ----------------- note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a Parent Material Adverse Effectparty or by which any of them or any of their respective properties or assets may be bound.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 None of the Parent Disclosure Letterexecution, none of the execution and delivery or performance of this Agreement by each of Parent and Merger Sub, Danisco or the performance of or compliance with this Agreement by each of Parent and Merger SubBuyer, the consummation by Parent and Merger Sub Danisco or the Buyer of the Merger or any other Transaction Transactions, or compliance by Parent and Merger Sub Danisco or the Buyer with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, with or result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of Danisco or any Parent Danisco Subsidiary, including the Certificate of Incorporation or Bylaws of the Buyer, (b) require any filing by Parent Danisco or any Parent Danisco Subsidiary with, or the obtaining of require Danisco or any Danisco Subsidiary to obtain any permit, authorization, consent or approval of from, any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the MergerDGCL, (iii) such filings with the SEC filings, permits, authorizations, consents and approvals as may be required under the HSR Act and such competition law filings, if any, required to be made with any appropriate non-U.S. Governmental Entity to consummate the Transactions, (iv) the filing or deemed filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule TO, (B) the Buyer Schedule 13E-3, (C) the Proxy Statement, if stockholder approval is required by Parent law and (D) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the MergerTransactions, (iv) such filings filings, permits, authorizations, consents and approvals as may be required under by the rules and regulations of the New York Copenhagen Stock Exchange in connection with this Agreement or the Merger Exchange, or (v) such filings and approvals as may be required in connection with by any applicable state and local transfer Taxessecurities, blue sky or takeover laws), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant toright) under, any of the terms, conditions or provisions of any Parent Agreement legally binding note, bond, mortgage, lien, indenture, lease, license, contract or Parent Lease agreement, whether oral or written, or other legally binding instrument or obligation to which Danisco or any Danisco Subsidiary is a party or by which any of them or any of their respective properties or assets is bound, or (d) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to ParentDanisco, Merger Sub any of its Subsidiaries, or any of their respective properties or assets; , except in respect the case of clauses clause (b), (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights breaches or Liens have not had, and defaults which would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effectimpair in any material respect the ability of each of Danisco and the Buyer to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the (a) The execution and delivery by the Company of this Agreement by each of Parent do not, and Merger Sub, the performance of or compliance with this Agreement by each of Parent and Merger Subits obligations hereunder will not, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent consent, approval, authorization or any Parent Subsidiary withpermit of, or the obtaining of any permitfiling with or notification to, authorization, consent or approval of any Governmental Entity (except for (i) the filing with pre-merger notification requirements under the SEC of HSR Act, (Aii) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act Act, (iii) the applicable requirements of the NYSE, (iv) the filing of the Certificate of Merger pursuant to the DGCL, (v) any registration, filing or notification required pursuant to state securities or blue sky laws (the requirements in clauses (i) through (v), collectively, the “Governmental Requirements”) and (vi) any such consent, approval, authorization, permit, filing or notification, the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement. 21 (b) The execution and delivery by the Company of this Agreement do not, and the Securities Actperformance of its obligations hereunder will not, (i) subject to the Company Stockholder Approval, violate any provision of the Constituent Documents of the Company or any Company Subsidiary, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underprovision of, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) ofa default under, or give rise to any right of purchasetermination, first offer cancellation, payment, acceleration or forced sale under revocation under, any Company Contract or Company Real Property Lease to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective assets or properties may be bound, (iii) result in the creation or imposition of a Lien on any Encumbrance (other than Permitted Encumbrances) upon any property or asset of a Parent Party the Company or any other Parent Company Subsidiary pursuant to, any of the terms, conditions or provisions of any Parent Agreement or Parent Lease or (div) assuming the Company Stockholder Approval and all consents, approvals, authorizations and permits contemplated in Section 5.5(a) have been obtained, and all filings, notifications or registrations in such clauses have been made, violate or conflict with any law, rule, regulation, order, writ, injunction, judgment or decree or Law applicable to Parent, Merger Sub which the Company or any of their respective properties or assets; except Company Subsidiary is subject, except, in respect the case of clauses (bii), (ciii) or and (d) where (x) such failures to obtain such permitsiv), authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, for violations, breaches, losses, increases, defaults, terminations, cancellations, payments, accelerations, cancellationsrevocations, rights creations, impositions or Liens have not hadconflicts which, and individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.Effect or prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement. Section 5.6

Consents and Approvals; No Violations. Except Assuming (i) the filings required under applicable Brazilian antitrust or competition laws, the Competition Act Canada (the "Competition Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as set forth in amended (the "HSR Act"), are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Section 5.5 721 of the Parent Disclosure LetterDefense Production Act of 1950, none as amended ("Exon-Xxxxxx"), is made, (iii) the prior notification and reporting requirements of the German Act Against Restraints in Competition and other antitrust laws of the member states of the European Union as may be applicable (collectively, the "European Antitrust Laws") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) 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, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the BCL, are made, (viii) in the case of this Agreement the Company Shareholder Approval is received, and (ix) the requirements of any applicable state law relating to the transfer of contaminated property are met, the execution and delivery of this Agreement by each of Parent and Merger SubAgreement, the performance of or compliance with this Company Stock Option Agreement and the Parent Stock Option Agreements by each of Parent the Company and Merger Sub, the consummation by Parent and Merger Sub the Company of the Merger transactions contemplated hereby and thereby do not and will not: (A) violate or conflict with any provision of the Company's Certificate of Incorporation, or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "Laws") or any order, judgment, decree, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other Transaction instrumentality of the United States, any foreign country or compliance by Parent and Merger Sub with any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to the Company or any of the provisions its Subsidiaries or by which any of this Agreement will their respective properties or assets may be bound; (aC) assuming receipt except as set forth in Section 4.4 of the Parent Shareholder ApprovalCompany Disclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) except as set forth in Section 4.4 of the Company Disclosure Letter, result in a violation or breach of, conflict with, result in any breach of constitute (with or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer cancellation, payment or forced sale under acceleration) under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a Lien on any property or asset loss of a Parent Party or any other Parent Subsidiary pursuant tomaterial benefit under, any of the terms, conditions or provisions of any Parent Agreement note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or Parent Lease other instrument or obligation of any kind (d"Contracts") violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub which the Company or any of their respective its Significant Subsidiaries is a party, or by which any such Person or any of its properties or assets; except in respect of assets are bound, excluding from the foregoing clauses (bB), (cC) or and (dD) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modificationsconflicts, violations, breaches, lossesdefaults, increases, defaultsrights of payment and reimbursement, terminations, accelerationsmodifications, cancellations, rights or accelerations and creations and impositions of Liens have not had, and would which could not reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in Section 5.5 of the Parent Disclosure Letter, none of the The execution and delivery of this Agreement by each of Parent Acquiror Entity do not, and Merger Subexcept for those filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, state blue sky, securities or takeover laws and stock exchange and Nasdaq National Market requirements, the performance of or compliance with this Agreement by each of Parent Acquiror Entity and Merger Sub, the consummation by Parent and Merger Sub each Acquiror Entity of the Merger transactions contemplated hereby will not (i) conflict with or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any a breach of or violate any provision of Parent Governing Documents the charter or the comparable organizational or governing documents bylaws of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities ActAcquiror Entity, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, a violation or breach of or any loss of any benefit or increase in any cost or obligation of any Parent Party underof, or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, a default (or give rise to any right of purchasetermination, first offer vesting, amendment, cancellation or forced sale under acceleration or result in impose on either of the creation of a Lien on Acquiror Entities any property obligation to repurchase, repay, redeem or asset of a Parent Party acquire or any other Parent Subsidiary pursuant to, similar right or obligation) under any of the terms, conditions or provisions of any Parent Agreement Contract to which any Acquiror Entity is a party or Parent Lease by which it or its assets is bound, (iii) require any filing or registration with, or permit, authorization, consent or approval of, any Governmental Entity on the part of either Acquiror Entity or (div) violate any order, writ, injunction, decree or Applicable Law applicable to Parent, Merger Sub which such Acquiror Entity or any of their respective its properties or assets; except in respect of assets is subject, excluding from the foregoing clauses (bii), (ciii) or and (d) where (xiv) such failures to obtain such permitsconflicts, authorizationsrequirements, consents or approvalsdefaults, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violationsfailures, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens violations that have not had, had and would not reasonably be expected to haveexpected, individually or in the aggregate, a Parent to have an Acquiror Entity Material Adverse EffectEffect or would not prevent or materially delay the consummation of any of the transactions contemplated hereby.