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

Consents and Approvals; No Violations. (a) Neither the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (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, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.

Consents and Approvals; No Violations. (a) Neither the execution and delivery of this Agreement nor the performance by each of Parent or Merger Sub and Purchaser of its respective obligations hereunder will (i) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws (or other governing or organizational documents) of Parent or of Merger SubPurchaser, as applicablethe case may be, or (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, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which any of Parent or Merger Sub Purchaser is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which either Parent or Merger Sub Purchaser is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of either Parent or Purchaser to perform its obligations hereunder consummate the transactions contemplated hereby or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.

Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (ai) Neither no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the execution and delivery part of this Agreement nor the performance by each of Parent or Merger Sub for the execution, delivery and performance of its respective obligations hereunder will this Agreement by each of Parent and Merger Sub or the consummation by each of Parent and Merger Sub of the transactions contemplated hereby; and (iii) neither the execution, delivery or performance of this Agreement by each of Parent and Merger Sub nor the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, nor compliance by each of Parent and Merger Sub with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any Contract binding on each of Parent and Merger Sub or each of their properties or assets, (B) conflict with or violate any provision of the organizational documents of each of Parent and Merger Sub, (C) result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, cancellation or amendment, acceleration or obligation to repurchasecancellation of, repayor result in the creation of a Lien on such property or asset of each of Parent or Merger Sub pursuant to, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub or any of their properties or assets is subjectbound or affected, excluding from the foregoing clauses or (iiD) and (iii) such requirements, defaults, breaches, rights violate any Law or violations (A) that would not, in the aggregate, reasonably be expected Order applicable to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability each of Parent to perform its obligations hereunder and Merger Sub or (B) that become applicable as a result any of any acts their properties or omissions by, or facts specifically pertaining to, the Companyassets.

Consents and Approvals; No Violations. (a) Neither No filing with or notice to, and no Permit of or from, any Governmental Entity is required on the part of Trimble or the Company for the execution and delivery by Trimble or the Company, as applicable, of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, except compliance with the applicable requirements of the HSR Act and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B). Assuming compliance with the items described in the preceding sentence, neither the execution, delivery and performance of this Agreement by Trimble or the Company nor the performance consummation by Parent the Trimble Group or Merger Sub the Company of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate Organizational Documents of Incorporation Trimble or Bylaws (or other governing or organizational documents) of Parent or of Merger Subthe Company, as applicable, or (iib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent Trimble or Merger Sub the Company, as applicable, is a party or by which any of them its respective properties or any of the respective assets used or held for use by any of them may be bound or (iiic) assuming that violate any Law applicable to Trimble or the filingsCompany, registrationsas applicable, notificationsor its properties or assets, authorizations, consents and approvals referred to except in subsection the case of each of clauses (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsc), for breaches, violations, defaults, breachesLiens, rights or violations (A) infringements that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on (i) prevent or materially delay any of the transactions contemplated hereby or (ii) materially impair the ability of Parent Trimble or the Company, as applicable, to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companyunder this Agreement.

Consents and Approvals; No Violations. No Permit of, with or from, any Governmental Entity is required on the part of (a) Neither AGCO for the execution and delivery by AGCO of this Agreement nor or any Ancillary Agreements to which it is party and the performance by Parent or Merger Sub of its respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except, (i) as listed on Section 4.4 of the AGCO Disclosure Schedule; (ii) compliance with any applicable requirements of the HSR Act and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B); or (iii) any such Permit, the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to have a JCA Material Adverse Effect. Assuming compliance with the items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by AGCO will (iA) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws its Organizational Documents, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iiB) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, cancellation amendment, cancellation, change in terms or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound JCA Material Contract or (iiiC) assuming that the filingsviolate any Law applicable to AGCO, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing each of clauses (iiB) and (iii) such requirementsC), for breaches or violations, defaults, breaches, Liens or rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyJCA Material Adverse Effect.

Consents and Approvals; No Violations. (a) Neither None of the execution and execution, delivery or performance of this Agreement nor the performance by Parent or Merger Sub Purchaser, the consummation by Parent or Purchaser of its respective obligations hereunder the Transactions, or compliance by Parent or Purchaser with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (or other governing or organizational documentsb) of require any filing by Parent or of Merger Sub, as applicablePurchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (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, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them filings as may be bound or required under the DGCL, (iii) assuming that the filings, registrations, notificationspermits, authorizations, consents and approvals referred to as may be required under the HSR Act and comparable merger and notifications laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC, the Nasdaq Stock Market, Inc. and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) of the Exchange Act as may be required in subsection connection with this Agreement and the Transactions, or (biv) below have been obtained such filings and approvals as may be required by any applicable state securities, blue sky or made, as the case may be, takeover laws) or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of clause (iib) and or (iiic) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a impair in any material adverse effect on respect the ability of each Parent and Purchaser to perform its obligations hereunder under this Agreement, as the case may be, or (B) that become applicable as a result prevent the consummation of any acts or omissions by, or facts specifically pertaining to, the CompanyTransactions.

Consents and Approvals; No Violations. Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (athe "Sub Disclosure Schedule") Neither and the execution filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and the DGCL, neither the execution, delivery or performance of this Agreement nor the performance by Parent or Merger Sub nor the consummation by Parent or Sub of its respective obligations hereunder the transactions contemplated hereby nor compliance by Parent or Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) the bylaws of Parent or of Merger Subits Subsidiaries, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of Parent or its Subsidiaries, (iiiii) result in a violation or breach of, accelerate the performance of obligations or alter the rights under, 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 obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any notecontracts, mortgageagreements, letter of creditcommitments, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation instruments and guarantees to which Parent or Merger Sub its Subsidiaries is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound party, or (iiiiv) assuming that the filingsviolate any Legal Requirement applicable to Parent or its Subsidiaries, registrations, notifications, authorizations, consents and approvals except in any case referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove which, defaults, breaches, rights individually or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have result in a material adverse effect on the ability of Parent and Sub to perform its their obligations hereunder under this Agreement or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Neither Other than as set forth on Section 4.2(a) of the Target Disclosure Letter, the execution and delivery of this Agreement nor by Target do not, the performance execution and delivery by Parent or Merger Sub of its respective obligations hereunder will (i) conflict with or result in any breach of any provision Target of the Certificate Ancillary Agreements to be executed and delivered by Target as contemplated hereby will not and the consummation by Target of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) the transactions contemplated hereby and thereby will not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration acceleration) under, or obligation to repurchase, repay, redeem result in the creation of any Lien on any of the properties or acquire assets of Target or any similar right of its Subsidiaries (taken as a whole), except for Permitted Liens, under: (i) any provision of the Organizational Documents of Target or obligationany of its Subsidiaries; (ii) under subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Material Contract to which Parent Target or Merger Sub any of its Subsidiaries is a party party, or by which any of them they or any of the their respective properties or assets used or held for use by any of them may be is bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) above, for such requirementsviolations, defaultsfilings, breachespermits, rights consents, approvals, notices, breaches or violations (A) that conflicts which would not, not individually or in the aggregate, aggregate be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected with respect to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyTarget.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (a1) Neither as may be required under, and other applicable requirements of, the execution Exchange Act (including the filing with the SEC of the Schedule 14D-9 and delivery a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Company nor the consummation by the Company of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation Organization or Bylaws By-laws of the Company or any of its Subsidiaries, (b) result in the creation or other governing imposition of any Liens upon the properties or organizational documentsassets of the Company or any Subsidiary, (c) of Parent or of Merger Subexcept as set forth on Schedule 4.5, as applicable, or (ii) result in a violation or breach of, require any notice to any party pursuant to, 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 amendment, cancellation, acceleration or obligation right of non-renewal or contractually require any prepayment or offer to repurchasepurchase any debt or give rise to the loss of a material benefit) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Commitment (as defined in Section 4.10) to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which any of them the Company's or any of the respective its Subsidiaries' properties or assets used or held for use by any of them may be bound or bound, (iiid) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Governmental Entity to which Parent or Merger Sub is subject, excluding from Permit (as defined in Section 4.11) except in the foregoing case of clauses (iic), (d) and or (iiie) such for failures to fulfill requirements, defaultslosses, breachesforfeitures, rights revocations, diminutions, violations, breaches or violations (A) that would notdefaults that, individually or in the aggregate, have not had an adverse effect that has not been cured and reasonably would not be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material an adverse effect on or prevent or delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyOffer and/or the Merger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (athe ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the WWNI Disclosure Schedule no filing with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") Neither is necessary for the execution and delivery by WWNI of this Agreement or the consummation by WWNI of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on WWNI. Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery and performance of this Agreement by WWNI nor the performance consummation by Parent or Merger Sub WWNI of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger SubWWNI, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub WWNI is a party or by which any of them its properties or any of the respective assets used or held for use by any of them may be bound bound, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to WWNI or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyWWNI.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Section 5.3 of the ARG Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution and delivery by the ARG Trust of this Agreement or the consummation by the ARG Trust of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have an ARG Trust Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the ARG Trust nor the performance consummation by Parent or Merger Sub the ARG Trust of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate governing documents of Incorporation or Bylaws the ARG Trust, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) 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 acceleration, or obligation to repurchaseresult in the creation of a Lien on any property or asset of the ARG Trust, repayor trigger any rights of first refusal) under, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub the ARG Trust is a party or by which any of them the ARG Trust or any of the respective its properties or assets used or held for use by any of them may be bound bound, or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the ARG Trust or its properties or assets, except in the case of any Governmental Entity to which Parent (b) or Merger Sub is subject, excluding from the foregoing clauses (iic) and (iii) such requirements, defaultsabove for violations, breaches, rights defaults or violations (A) other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Parent an ARG Trust Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, and the filing and recordation of the Certificate of Merger as required by the DGCL, 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 Acquisition of this Agreement nor or the performance consummation by Parent or Merger Sub Acquisition of its respective obligations hereunder the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition 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 (or other similar governing or organizational documents) of Parent or Acquisition or any of Merger SubParent's Subsidiaries, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub Acquisition or any of Parent's Subsidiaries is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subjectAcquisition or any of Parent's Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyParent.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and compliance with other applicable requirements of, the execution Exchange Act, the Securities Act, state securities or "blue sky" laws, and delivery for the filing or recordation of this Agreement or the Certificate of Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the performance consummation by Parent or Merger and Sub of its respective obligations hereunder the transactions contemplated hereby nor compliance by Parent and Sub with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Certificate memorandum or articles of Incorporation association or Bylaws (or other governing or similar organizational documents) documents of Parent or any of Merger Subits subsidiaries, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Material Adverse Effect with respect to Parent, (iiiii) 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 obligation to repurchaseincrease in the rate of interest) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, guarantee, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound (a "Parent Agreement") or (iii) assuming that result in the filingscreation of a Lien upon any of the properties or assets of Parent for violations, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsbreaches, defaults, breachesor rights of termination, rights amendment, cancellation or violations (A) that would notacceleration, which would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected with respect to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (Biv) that become violate any Law applicable as a result to Parent, any of its subsidiaries or any acts of their properties or omissions by, or facts specifically pertaining to, the Companyassets.

Consents and Approvals; No Violations. (a) Neither Assuming the Consents from Governmental Entities and third parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the execution and delivery of this Agreement nor and the performance other Transaction Documents by such Parent or Merger Sub to which it is a party, and the consummation of its respective obligations hereunder the Contemplated Transactions by such Parent do not and will not (i) violate or conflict with or result in any breach of any provision of the Certificate its articles of Incorporation incorporation, bylaws, certificate of formation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sublimited liability company agreement, as applicable, or any other governing or organizational documents of such Parent, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to such Parent or by which any of its Assets may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Lien upon any of its Assets or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteContract, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, modifications, accelerations, increases in the aggregateobligations, reasonably be expected to have a Parent Material Adverse Effect losses of benefits and creations and impositions of Liens which would not reasonably be expected to have a material be, individually or in the aggregate, materially adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companysuch Parent’s Business.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, no filing with, and no Permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company or the Operating Subsidiaries of the transactions contemplated by this Agreement. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement by the Company or the Operating Subsidiaries nor the consummation by the Company and the Operating Subsidiaries of the transactions contemplated hereby, nor compliance by the Company and the Operating Subsidiaries with any of the provisions hereof, will (a) require any consent or approval of any third party, (b) result in the imposition of any Encumbrance against any Asset, or (c) result in a violation or breach of, or conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment to which the Company or any of the Operating Subsidiaries is a party or by which the Company or any of the Operating Subsidiaries or any of their respective assets or properties are bound or encumbered, except (i) those that have already been given, obtained or filed, or (ii) with respect to clauses (a) and (c) above, such consents, approvals, violations, breaches, conflicts, or defaults which would not, individually or in the aggregate, have a material adverse effect on the Company, the Operating Subsidiaries, the Assets or the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Company and the Operating Subsidiaries, nor the performance consummation by Parent or Merger Sub the Company and the Operating Subsidiaries of its respective obligations hereunder the transactions contemplated hereby, nor compliance by the Company and the Operating Subsidiaries with any of the provisions hereof, will (i) conflict with or result in any breach of any provision provisions of the Certificate organizational documents of Incorporation the Company or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, any Operating Subsidiary or (ii) result violate in a violation any material respect any existing Order, writ, injunction, statute or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise Regulation applicable to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire the Company or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them Operating Subsidiary or any of the their respective assets used properties or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companyassets.

Consents and Approvals; No Violations. (a) Neither Except for the execution filings as set forth in Section 4.3 of the Parent Disclosure Schedule and except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the laws of any foreign jurisdiction, state securities or blue sky laws and the TBCA, none of the execution, delivery or performance of this Agreement nor the performance by Parent or Merger Sub the Purchaser, the consummation by Parent or the Purchaser of its respective obligations hereunder the Transactions or compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Bylaws (or other governing or organizational documents) by-laws of Parent or of Merger Subthe Purchaser, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiiii) 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 or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries or the Purchaser is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound bound, or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Assuming the Governmental Approvals set forth on Section 2.03 of the Seller Disclosure Letter have been obtained, the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Parent or Merger Sub Seller and, if applicable, its Subsidiaries, and the consummation by Seller and, if applicable, its Subsidiaries of its respective obligations hereunder the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with or result in any breach of any provision of the Certificate their respective certificates or articles of Incorporation incorporation, bylaws or Bylaws code of regulations (or other the comparable governing documents), (ii) violate or organizational documentsconflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries or by which any of their respective properties or assets that will be Conveyed to Acquiror, (iii) of Parent or of Merger Sub, as applicablerequire any Governmental Approval, or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteRochas Material Contract, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of terminations, rights cancellations, accelerations, creations and impositions of Security Interests, increases or violations (A) that losses which would notnot reasonably be expected, individually or in the aggregate, reasonably to be expected material to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyRochas Business.

Consents and Approvals; No Violations. (ai) Neither the The execution and delivery of this Agreement nor by Acquiror or Merger Subsidiary does not, and the performance by Parent of Acquiror or Merger Sub of its respective Subsidiary’s obligations hereunder will not, (iA) conflict with or violate the Acquiror Declaration of Trust or Acquiror Bylaws, the certificate of formation or limited partnership agreement of Acquiror OP or the certificate of trust or declaration of trust of Merger Subsidiary, (B) assuming that all consents, approvals, authorizations and other actions described below in subsection (ii) have been obtained and all filings and obligations described below in subsection (ii) have been made, conflict with or violate any Law applicable to Acquiror, Acquiror OP or Merger Subsidiary or by which any of its properties or assets is bound or affected, or (C) result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, cancellation or amendment, acceleration or obligation to repurchasecancellation of, repay, redeem or acquire result in the creation of a Lien or any similar right or obligation) under other encumbrance on any of the termsits properties or assets pursuant to, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtednesscontract, guaranteeagreement, lease, license, lease permit, franchise or agreement or similar other instrument or obligation to which Parent or Merger Sub it is a party or by which any of them it or any of the respective its properties or assets used or held for use by any of them may be is bound or (iii) assuming that the filingsaffected, registrationsexcept, notifications, authorizations, consents and approvals referred with respect to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iiB) and (iii) C), for any such requirementsconflicts, defaultsviolations, breaches, rights defaults or violations (A) other occurrences that would not, in not (x) prevent or delay consummation of the aggregate, reasonably be expected to Transaction or otherwise prevent it from performing its obligations under this Agreement or (y) have a Parent an Acquiror Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 4.2, assuming the execution truth and accuracy of the representations and warranties of Buyer set forth in Section 5.4, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not, individually or in the aggregate, interfere in any material respect with Seller’s ownership of the Shares, or otherwise prevent or materially delay the Closing and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of each Transaction Document to which Seller is a party nor the performance consummation by Parent or Merger Sub Seller of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws Seller’s Governing Documents, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation to which Parent or Merger Sub Seller is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity to having jurisdiction over Seller, which Parent or Merger Sub is subject, excluding from in the foregoing case of any of clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Seller’s ownership of the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions byShares, or facts specifically pertaining to, otherwise prevent or materially delay the CompanyClosing.

Consents and Approvals; No Violations. The execution, delivery and ------------------------------------- performance of this Agreement and the Seller's Agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time or both: (a) Neither the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder will (i) violate, conflict with with, or result in any a breach of or default under any provision of the Certificate charter or bylaws of Incorporation Seller; (b) violate any statute, ordinance, rule, regulation, order, judgment or Bylaws (or other governing or organizational documents) decree of Parent any court or of Merger Subany governmental or regulatory body, as applicableagency or authority applicable to Seller or by which any of its properties or assets may be bound; (c) require any filing by Seller with, or require Seller to obtain any Permit of, or require Seller to give any notice to, any governmental or regulatory body, agency or authority other than as set forth on Schedule 4.3 attached hereto; or (iid) other than as set forth on Schedule 4.3 attached hereto, result in a violation or breach by Seller of, or conflict with, constitute (with or without due notice or lapse of time or both) a default by Seller (or give rise to any right of termination, cancellation cancellation, payment or acceleration acceleration) under or obligation to repurchase, repay, redeem or acquire or result in the creation of any similar right or obligation) Encumbrance upon any of the Assets under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, letter of creditindenture, Permit, Contract, Lease or other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub Seller is a party party, or by which any of them it or any of the respective assets used or held for use by any of them Assets may be bound or (iii) assuming that bound, except in the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection case of clauses (b) below have been obtained or made), as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iic) and (iiid) of this Section 4.3, for such requirementsviolations, consents, breaches, defaults, breaches, rights or violations (A) that would not, terminations and accelerations which in the aggregate, reasonably be expected to aggregate would not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement, the Escrow Agreement or the Closing Notes by Buyer nor the performance consummation by Parent or Merger Sub Buyer of its respective obligations hereunder the transactions contemplated by this Agreement will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Buyer, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) 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 cancellation, acceleration or obligation to repurchasethe loss of a benefit) under, repay, redeem or acquire require any consent under or result in the creation of any similar right or obligation) Lien under any of the terms, conditions or provisions of any note, bond, mortgage, letter deed of credittrust, other evidence of indebtednessindenture, guaranteelease, license, lease or commitment, Contract, agreement or similar instrument other instrument, obligation or obligation arrangement to which Parent or Merger Sub Buyer is a party or by which any of them Buyer or any of the respective its properties or assets used or held for use by any of them may be bound or affected, (iiic) assuming that violate or conflict with any Laws applicable to Buyer or any of its properties or assets, or (d) require any notice to, filing with, or the filingsobtaining of any permit, registrationsauthorization, notificationsconsent or approval of or any action by, authorizationsany governmental or regulatory authority, consents and approvals referred to domestic or foreign, except in subsection the case of clauses (b) below have been obtained or made), as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iic) and (iiid) of this Section 4.3 for any such requirementsviolations, breaches, defaults, breachesrights of termination, rights cancellation or violations (A) that would notacceleration or requirements which, individually or in the aggregate, reasonably be expected to would not have a Parent Buyer Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder Effect, or (B) that which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts specifically pertaining to, Buyer. As used in this Agreement, the Companyterm “Buyer Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that would, or would be reasonably expected to adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement; provided, that none of the following shall be deemed in and of themselves to constitute a Buyer Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the United States economy (provided that the Buyer is not disproportionately affected thereby), (ii) the industries in which the Buyer operates in general (provided that the Buyer is not disproportionately affected thereby), or (iii) the announcement of this agreement or the transactions contemplated thereby.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Schedule 5.05 or as otherwise stated herein, neither the execution execution, delivery and delivery performance of this Agreement nor the performance by Parent or Merger Sub, nor the consummation by Parent or Sub of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision provisions of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) By-Laws of Parent or of Merger Sub, as (ii) require a filing with, or a permit, authorization, consent or approval of, any Governmental Entity except in connection with or in order to comply with the applicable provisions of the HSR Act, the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or "blue sky" laws, the By-Laws of NASD and other exchanges on which the shares of Parent Common Stock are listed, and the filing and recordation of a Certificate of Merger as required by the DGCL, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration acceleration) under, or obligation to repurchase, repay, redeem result in the creation of a Lien on any property or acquire asset of Parent or any similar right or obligation) under of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub is a party or by which any either of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to which Parent Parent, Sub or Merger Sub is subjectany of their properties or assets, excluding from except, in the foregoing case of clauses (ii), (iii) and (iii) iv), where the failure to make such requirementsfiling or obtain such authorization, defaultsconsent or approval would not have, breachesor where such violations, rights breaches or violations (A) that defaults or Liens would notnot have, in the aggregateany such case, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except for the execution filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, and the DGCL, none of the execution, delivery or performance of this Agreement nor the performance by Parent or Merger Acquisition Sub or the consummation by Parent or Acquisition Sub of its respective obligations hereunder the Transactions will (i1) conflict with or result in any breach of any provision of the Certificate respective articles of Incorporation association or Bylaws (bylaws or other governing or similar organizational documents) documents of Parent or of Merger Acquisition Sub, as applicable(2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (ii3) 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 or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent Parent, or Merger any of its Subsidiaries or Acquisition Sub is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound bound, or (iii4) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decreeOrder, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any Governmental Entity of their properties or assets, except, with respect to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii2), (3) and (iii) such requirements4), defaultsas could not reasonably be expected to, breaches, rights individually or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would Effect. Except as set out in the Parent Disclosure Schedule, there are no third party consents or approvals required to be obtained under the Parent Agreements prior to the consummation of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to to, individually or in the aggregate, have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyMaterial Adverse Effect.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as 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 filing and recordation of a certificate of merger and a certificate of designations relating to the Parent Series A Preferred Stock as required by the DGCL, and as otherwise set forth in Section 4.6 of the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Except as set forth in Section 4.6 of the Parent Disclosure Schedule, neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate or articles of Incorporation incorporation or Bylaws bylaws (or other similar governing or organizational documents) of Parent or any of Merger Subits subsidiaries, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party party, including, without limitation, station affiliation agreements, or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound bound, or (iii) assuming that the filingsviolate any Law applicable to Parent or any of its subsidiaries or any of their respective properties or assets, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and defaults which would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent. No rights of first refusal or first offer, preemptive rights or similar rights of participation are applicable to the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Sellers or Seller Parent for the execution, delivery and performance by Sellers or Seller Parent of this Agreement or the consummation by Sellers or Seller Parent of the transactions contemplated by this Agreement, except for (a) Neither compliance with any applicable requirements of the execution HSR Act and other applicable foreign antitrust regulations or (b) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming compliance with the items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Sellers or Seller Parent nor the performance consummation by Sellers and Seller Parent or Merger Sub of its respective obligations hereunder the transactions contemplated by this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate respective certificates of Incorporation formation or Bylaws operating agreements (or other similar governing or organizational documents) of Sellers or Seller Parent or of Merger Subany Transferred Entity, as applicable, or (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration acceleration) under, or obligation to repurchaserequire the consent of any Person under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any notecontract of any Transferred Entity material to the Business (a “Transferred Entity Contract”), mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filingsviolate or infringe any Law applicable to any Transferred Entity or any of their respective properties or assets, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may beof clauses (i), violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and or (iii) such requirementsfor breaches, violations, infringements, defaults, breaches, Liens or other rights or violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither No material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for the execution and execution, delivery or performance by Buyer or Marcus of this Agreement or the Ancillary Documents to which Buyer or Marcus is a party or the consummation by Buyer or Marcus of the transactions contemplated hereby or thereby, except for those set forth on Schedule 4.5 and for compliance with and filings under the HSR Act, the Securities Act and the Exchange Act. Neither the execution, delivery or performance by Buyer or Marcus of this Agreement and the Ancillary Documents to which Buyer or Marcus is a party nor the performance consummation by Parent Buyer or Merger Sub Marcus of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation Buyer’s or Bylaws Marcus’s Governing Documents, (or other governing or organizational documentsb) of Parent or of Merger Subexcept as set forth on Schedule 4.5, as applicable, or (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, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or Contract, agreement or similar other instrument or obligation to which Parent Buyer or Merger Sub Marcus is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound party, or (iiic) assuming that subject to compliance with and filings under the filingsHSR Act, registrations, notifications, authorizations, consents the Securities Act and approvals referred to in subsection (b) below have been obtained or made, as the case may beExchange Act, violate any order, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity applicable to which Parent Buyer or Merger Sub is subjectMarcus, excluding from except in the foregoing case of clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or for violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and which would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Neither the The -------------------------------------- execution and delivery by Parent and Sub of this Agreement nor do not, and the performance consummation by each of Parent or Merger and Sub of its respective obligations hereunder the transactions contemplated hereby and compliance by each of Parent and Sub with the provisions hereof will not: (ix) conflict with violate any of the provisions of the certificate of incorporation or by-laws of Sub or the comparable governing documents of Parent, (y) subject to the governmental filings and other matters set forth in Section 5.3(b), violate or result in any a breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any obligation, right of termination, cancellation or cancellation, acceleration or increase of any obligation to repurchaseor loss of a material benefit under, repayor require the consent of any Person under, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture or other agreement, other evidence of indebtednesspermit, guaranteeconcession, franchise, license, lease arrangement or agreement or similar other instrument or obligation undertaking to which the Parent or Merger Sub any of its Subsidiaries (including Sub) is a party or by which any of them Parent or any of the its Subsidiaries (including Sub) or any of their respective assets used or held for use by any of them may be is bound or affected or (iiiz) assuming that subject to the filings, registrations, notifications, authorizations, consents governmental filings and approvals other matters referred to in subsection (b) below have been obtained or made, as the case may beSection 5.3(b), violate any domestic or foreign law, rule, regulation, order, writ, judgment, injunction, decree, statute, rule determination or regulation of any Governmental Entity award applicable to which Parent or Merger Sub is subjectSub, excluding from which, in the foregoing case of clauses (iiy) and (iiiz) such requirementsabove, defaultswould reasonably be expected to have, breaches, rights individually or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent or Sub to perform its their respective obligations hereunder under this Agreement or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, to consummate the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Neither Except for the execution filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Advisers Act, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act, state securities or Blue Sky laws, Delaware Law and California Law, none of the execution, delivery or performance of this Agreement nor by E*TRADE, the performance consummation by Parent E*TRADE of the transactions contemplated hereby or Merger Sub compliance by E*TRADE with any of its respective obligations hereunder will the provisions hereof shall (i) conflict with or result in ing any breach of any provision of the Certificate of Incorporation Incorporation, the Bylaws or Bylaws similar organizational documents of E*TRADE, (or other governing or organizational documentsii) of Parent or of Merger Sub, as applicablerequire any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation contract to which Parent or Merger Sub E*TRADE is a party or by which any of them or any of (the respective assets used or held for use by any of them may be bound "E*TRADE Agreements"), or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation of applicable to E*TRADE, any Governmental Entity to which Parent E*TRADE is a party or Merger Sub by which any of the assets of it is subjectbound, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform E*TRADE and its obligations hereunder or (B) that become applicable Subsidiaries, taken as a result whole. There are no third party consents or approvals required to be obtained under any of any acts E*TRADE Agreements prior to the consummation of the transactions hereunder, except for such consents and approvals the failure of which to be obtained would not, individually or omissions byin the aggregate, or facts specifically pertaining tohave a material adverse effect on E*TRADE and its Subsidiaries, the Companytaken as a whole.

Consents and Approvals; No Violations. (a) Neither the The execution and delivery of this Agreement nor by Parent and Sub do not, and the performance by Parent or Merger and Sub of its respective obligations hereunder this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby will not, (i) contravene or conflict with or result in any a violation of breach of of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws (or other governing or organizational documents) by-laws of Parent or of Merger Sub, in each case, as applicablecurrently in effect, or (ii) assuming compliance with the matters referred to in Section 6.4(iv)(A)-(C), require any consent by any Person under, contravene or 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 acceleration), or obligation to repurchaserequire any consent, repayunder, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub 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 respective assets used creation of any Lien in or held for use by upon any of them may be bound the properties, rights or assets of Parent or Sub, (iii) assuming that violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets, or (iv) other than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, (B) Nasdaq Rules and listing standards, and (C) the Exchange Act and the Securities 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 the case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents and or approvals referred the failure of which to in subsection (b) below have been obtained make or madeobtain, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on be material, individually or in the ability of aggregate, to Parent to perform and its obligations hereunder or (B) that become applicable Subsidiaries, taken as a result of any acts or omissions by, or facts specifically pertaining to, the Companywhole.

Consents and Approvals; No Violations. (a) Neither Assuming the Consents from Governmental Entities and third parties set forth on Section 4.03 of such Parent’s Disclosure Letter have been obtained, the execution and delivery of this Agreement nor any Transaction Documents by such Contributed Subsidiary to which it is a party, and the performance consummation by Parent or Merger Sub such Contributed Subsidiary of its respective obligations hereunder the Contemplated Transactions, do not and will not (i) violate or conflict with or result in any breach of any provision of the Certificate its articles of Incorporation incorporation, bylaws, certificate of formation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sublimited liability company agreement, as applicable, or any other governing or organizational documents of such Person, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to such Contributed Subsidiary or by which any of its Assets may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Lien upon any of its respective Assets or gives rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteContract, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, modifications, accelerations, increases in the aggregateobligations, reasonably be expected to have a Parent Material Adverse Effect losses of benefits and creations and impositions of Liens which would not reasonably be expected to have a material be, individually or in the aggregate, materially adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companysuch Contributed Subsidiary’s Business.

Consents and Approvals; No Violations. Assuming (ai) Neither the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired and (ii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the laws of the State of Delaware, the execution and delivery of this Agreement nor the performance by Parent or Merger and Sub and the consummation by Parent and Sub of its respective obligations hereunder the transactions contemplated hereby will not: (i1) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) By-Laws of Parent or Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of Merger Subany court or of any governmental or regulatory body, as applicableagency or authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (ii4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration acceleration) under, or obligation to repurchaseresult in the creation of any lien, repaysecurity interest, redeem charge or acquire encumbrance upon any of the properties or assets of the Parent, Sub or any similar right of their respective direct or obligation) under indirect subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, franchise, permit, agreement, lease or agreement or similar other instrument or obligation to which Parent or Merger Sub or any of their subsidiaries is a party party, or by which any of them they or any of the their respective properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to except for in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii3) and (iii4) above for such requirementsfiling, defaultspermit, breachesconsent, rights approval or violations (A) that would notviolation, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and which would not reasonably be expected to have a material adverse effect on prevent or materially delay consummation of the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (a) Neither including the execution and filing with the SEC of the Offer Documents), the HSR Act, the IBCL or the laws of other states in which Parent is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the performance consummation by Parent or Merger and Sub of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate or articles of Incorporation incorporation or Bylaws (or other governing or organizational documents) By-laws of Parent or of Merger and Sub, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (iiexcept where the failure to make such filings or to obtain such permits, authorizations, consents or approvals would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub any of its subsidiaries is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filingsviolate any Order or Law applicable to Parent, registrationsany of its subsidiaries or any of their properties or assets, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iiiii) and (iiiiv) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) defaults that would could not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyOffer and/or the Merger.

Consents and Approvals; No Violations. (a) Neither Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no filing with or notice to, and no permit, authorization, consent or approval of, or order of, any Governmental Entity is necessary for the execution and delivery by either Parent or Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. Neither the execution, delivery and performance of this Agreement or any Transaction Document by either Parent or Buyer nor the performance consummation by either Parent or Merger Sub Buyer of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) Governing Documents of Parent or of Merger SubBuyer, as applicable, or (iib) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or cancellation, modification, acceleration or obligation to repurchaseloss of any rights) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation material to Parent and Buyer to which Parent or Merger Sub Buyer, as applicable, is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which either Parent or Merger Sub is subjectBuyer or any affiliate of either Parent or Buyer or any of their respective properties or assets, excluding from except, in the foregoing case of clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or for violations (A) that which would not, individually or in the aggregate, be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Neither the The execution and delivery of this Agreement nor the performance by Parent or Merger Sub and Purchaser do not, and the consummation of its respective obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, (i) conflict with or result in violate any breach of any provision of the Certificate provisions of Incorporation the certificate of incorporation or Bylaws (or other governing or organizational documents) bylaws of Parent or of Merger SubParent, as applicablePurchaser, or any of their respective Subsidiaries, in each case as amended to date; (ii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with, result in a violation breach of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation cancellation, modification or acceleration of any obligation or obligation to repurchasethe loss of a benefit under, repayor result (or, redeem with the giving of notice, the passage of time or acquire or otherwise, would result) in the creation of any similar right or obligation) under Lien upon any of the termsproperties or assets of Parent, conditions Purchaser or provisions any of their respective Subsidiaries under, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent Parent, Purchaser, or Merger Sub any of their respective Subsidiaries is a party or by which any of them Parent, Purchaser, or any of the their respective Subsidiaries or any of their respective assets used is bound or held for use by any of them may be bound affected; or (iii) assuming that subject to the filings, registrations, notifications, authorizations, consents governmental filings and approvals other matters referred to in subsection (b) below have been obtained Section 4.3(b)(ii), conflict with or madeviolate any Applicable Law currently in effect, as except, in the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and or (iii) above, for any such requirementsconflicts, breaches, defaults, breachesviolations, rights or violations (A) that would notLiens that, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyPurchaser Material Adverse Effect.

Consents and Approvals; No Violations. (a) Neither No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the execution part of such Seller for the execution, delivery and delivery performance by such Seller of this Agreement or the consummation of the Sale and the other transactions contemplated by this Agreement, except (i) compliance with any applicable requirements of the HSR Act and any applicable Antitrust Laws; or (ii) those the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of such Seller to perform its obligations under this Agreement or to prevent or materially delay the consummation of the Sale by such Seller. Assuming compliance with the items described in clause (i) of the preceding sentence, neither the execution, delivery or performance of this Agreement by such Seller nor the performance consummation by Parent or Merger Sub such Seller of its respective obligations hereunder the transactions contemplated by this Agreement will (ix) conflict with or result in any breach or violation of any provision of the Certificate respective certificate or articles of Incorporation formation or Bylaws incorporation and bylaws or operating agreement (or other similar governing or organizational documents) of Parent or of Merger Sub, as applicable, or such Seller; (iiy) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub such Seller is a party or by which any of them or any of the respective assets used or held for use by any of them such Seller may be bound bound; or (iiiz) assuming that the filingsviolate any Law applicable to such Seller, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements), for breaches, violations, defaults, breaches, Liens or other rights or violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a impair in any material adverse effect on respect the ability of Parent such Seller to perform its obligations hereunder under this Agreement or (B) that become applicable as a result to prevent or materially delay the consummation of any acts or omissions by, or facts specifically pertaining to, the CompanySale by such Seller.

Consents and Approvals; No Violations. (a) Neither Assuming the Consents from Governmental Entities and third parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the execution and delivery of this Agreement nor and the performance other Transaction Documents by such Parent or Merger Sub to which it is a party, and the consummation of its respective obligations hereunder the Contemplated Transactions by such Parent do not and will not (i) violate or conflict with or result in any breach of any provision of the Certificate its articles of Incorporation incorporation, bylaws, certificate of formation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sublimited liability company agreement, as applicable, or any other governing or organizational documents of such Parent, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to such Parent or by which any of its Assets may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Lien upon any of its Assets or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteContract, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, modifications, accelerations, increases in the aggregateobligations, reasonably be expected to have a Parent Material Adverse Effect losses of benefits and creations and impositions of Liens which would not reasonably be expected to have a material be, individually or in the aggregate, materially adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.such Parent’s Business. - 13 - 3.04

Consents and Approvals; No Violations. (a) Neither No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or Self-Regulatory Organization is required on the execution part of such Seller for the execution, delivery and delivery performance by such Seller of this Agreement nor or the performance consummation of the Sale and the other transactions contemplated by Parent or Merger Sub of its respective obligations hereunder will this Agreement, except (i) conflict compliance with or result in any breach of any provision applicable requirements of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, HSR Act; or (ii) result in a violation the failure of which to make 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 or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and obtain would not reasonably be expected to have a material adverse effect on the such Seller’s ability of Parent to perform its obligations hereunder under this Agreement or to materially delay, or impair or prevent, consummation of the transactions contemplated hereby. Assuming compliance with the items described in clause (i) of the preceding sentence, neither the execution, delivery and performance of this Agreement by such Seller nor the consummation by such Seller of the transactions contemplated by this Agreement will (x) conflict with or result in any breach, violation or infringement of any provision of the respective memorandum of association, articles of association, and certificates or articles of incorporation or by-laws (or similar governing documents) of such Seller or any of its Subsidiaries (in each case, in the case of a Seller that is not a natural person); or (By) violate or infringe any Law applicable to such Seller or any of its properties or assets; except in the case of clause (y), breaches, violations, infringements, defaults, Liens or other rights that become applicable as would not have a result of any acts material adverse effect on such Seller’s ability to perform its obligations under this Agreement or omissions byto materially delay, or facts specifically pertaining toimpair or prevent, consummation of the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Neither Assuming the execution truth and accuracy of XX XX ICW’s and the Company’s representations and warranties set forth in Article 3, no notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by Driven of this Agreement or the Ancillary Documents to which Driven is a party or the consummation by Driven of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and any other applicable antitrust laws, (ii) those which have been obtained on or prior to the Closing Date, (iii) the approval of Sponsor (as defined in the Driven LLCA) (iv) applicable requirements, if any, of federal securities laws or state “blue sky” laws. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Article 3, neither the execution, delivery or performance by Driven of this Agreement or the Ancillary Documents to which Driven is (or will be) a party nor the performance consummation by Parent Driven of the transactions contemplated hereby or Merger Sub of its respective obligations hereunder will thereby does (ior will) (a) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws Driven’s Governing Documents, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub Driven is a party or by which any of them Driven or any of the respective its properties or assets used or held for use by any of them may be bound bound, or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Parent Driven or Merger Sub is subjectany of its properties or assets, excluding from except in the foregoing case of clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or for violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and which would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyClosing.

Consents and Approvals; No Violations. (a) Neither Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.4, except for the filing of the Articles of Merger with the Secretary of State of the State of Nevada, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the ability of Parent or Merger Sub to consummate the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) 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 terminationDefault under, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule decree or regulation of any Governmental Entity Law applicable to which Parent or Merger Sub is subjector any of Parent’s subsidiaries or any of their respective properties or assets, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, except in the aggregatecase of (b) or (c) for violations, reasonably be expected to breaches or Defaults which would not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the CompanyMerger.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Section 3.6 of the TB Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, and the rules of FINRA, 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 TB of this Agreement or the consummation by TB of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on TB. Neither the execution, delivery and performance of this Agreement by TB nor the performance consummation by Parent or Merger Sub TB of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger SubTB, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub TB is a party or by which any of them it or any of the respective its properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to TB or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyTB.

Consents and Approvals; No Violations. (a) Neither the The execution and delivery of this Agreement nor by the Parent and Merger Sub do not, and the performance by the Parent or and Merger Sub of its respective obligations hereunder this Agreement and the consummation by the Parent and Merger Sub of the Transactions will not, (ia) conflict with or result in any breach of violate any provision of the Certificate articles of Incorporation incorporation or Bylaws certificate of incorporation, as the case may be, or bylaws (or other governing or equivalent organizational documents) of the Parent or of Merger Sub, as applicable, or (iib) 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 or obligation acceleration) under, any Contract to repurchase, repay, redeem or acquire which the Parent or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, (c) violate any Law applicable to the respective assets used or held for use by Parent, any of them may be bound its Subsidiaries or any of their properties or assets or (d) other than in connection with or compliance with (i) the DGCL, (ii) requirements under other state corporation Laws, (iii) assuming that the HSR Act and other Antitrust Laws, (iv) Securities Exchange Rules, and (v) the Exchange Act, require on the part of the Parent or Merger Sub any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except, in the case of clauses (b), (c) and (d), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents and or approvals referred the failure of which to in subsection (b) below have been obtained make or madeobtain, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.5 and Sellers’ representations and warranties contained in Section 4.3, no material notice to, filing with, or authorization, consent or approval of any Person, including any Governmental Entity or any third party with whom Buyer has a contractual relationship, is necessary for the execution, delivery or performance of this Agreement or any of the Ancillary Documents to which Buyer will be a party or the consummation by Buyer of the Transactions, except for (a) compliance with and filings under the HSR Act and any other applicable antitrust, competition or similar Law, rules regulations, Orders or decrees (including applicable terminations, suspensions, authorizations, Orders, grants, consents, permissions or approvals of Governmental Entities thereunder), and (b) those set forth on Schedule 5.3. Neither the execution and execution, delivery nor performance by Buyer of this Agreement and the Ancillary EAST\134549672.25 45 Documents to which Buyer will be a party nor the performance consummation by Parent or Merger Sub Buyer of its respective obligations hereunder the Transactions will (i) conflict with with, violate or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger SubBuyer’s Governing Documents, as applicable, or (ii) except as set forth on Schedule 5.3, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation material Contract to which Parent or Merger Sub Buyer is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound party, or (iii) assuming that the filingsviolate any Order or Law applicable to Buyer, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsabove, defaults, breaches, rights or for violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and which would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyTransactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (athe "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the MQZ Disclosure Schedule no filing with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") Neither is necessary for the execution and delivery by MQZ of this Agreement or the consummation by MQZ of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on MQZ. Except as set forth in Section 2.6 of the MQZ Disclosure Schedule, neither the execution, delivery and performance of this Agreement by MQZ nor the performance consummation by Parent or Merger Sub MQZ of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger SubMQZ, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub MQZ is a party or by which any of them its properties or any of the respective assets used or held for use by any of them may be bound bound, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to MQZ or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyMQZ.

Consents and Approvals; No Violations. Except for (a) Neither filings under Section 2.3, (b) filings under the execution HSR Act, and (c) as set forth in Section 4.2 of the Parent Disclosure Schedules, the execution, delivery and performance by Parent and Merger Sub of this Agreement nor and the performance consummation of the transactions contemplated hereby will not (i) violate any Law applicable to Parent or any of its Affiliates (including Merger Sub); (ii) require any notification to or filing or registration by Parent or Merger Sub or any of its respective obligations hereunder will Parent’s other Affiliates with, or any permit, authorization, waiting period expiration or termination, or consent or approval with respect to Parent or Merger Sub or any of Parent’s other Affiliates of, or other action by, any Governmental Authority; (iiii) violate or conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) Organizational Documents of Parent or of Merger Sub; (iv) violate, as applicableconflict with, or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in, or give rise provide the basis for, the termination or cancellation of, or accelerate the performance required by or excuse performance by any Person, of any obligation, or cause the acceleration of the maturity of any Indebtedness or create in any party the right to accelerate, terminate, modify, suspend, revoke, cancel or other change of any right of termination, cancellation or acceleration or obligation to repurchaseor the loss of any benefit under, repayor require any notice, redeem payment, consent or acquire waiver or other action by any Person under, section 233(8) of the Companies Law, any provision of any material contract or any similar right material Permit affecting the assets or obligation) under any business of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party Sub; or by which (v) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of them the Company or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filingsits Subsidiaries, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (i), (ii), (iv) and (iii) v), where any such requirementsviolation, defaultsconflict, breachesbreach or default would not be reasonably expected to, rights individually or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, state insurance laws and the MBCA, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby nor compliance by Parent and Sub with any of the provisions hereof will (a) Neither the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder will (i) conflict with or result in any breach of violate any provision of the Certificate respective articles of Incorporation incorporation or Bylaws (or other governing or organizational documents) bylaws of Parent or of Merger and Sub, as applicable(b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (iiexcept where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement), (c) except for the ProAssurance Credit Agreement, 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 cancellation, or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or lease, contract, agreement or similar other instrument or obligation to which Parent or Merger Sub any of its Affiliates is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiid) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Affiliates or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (iic) and (iiid) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent and Sub to perform its obligations hereunder consummate the transactions contemplated by this Agreement. As used in this Agreement, an “Affiliate” of an entity is any person or (B) entity that become applicable as a result of any acts directly or omissions indirectly through one or more intermediaries controls, is controlled by, or facts specifically pertaining to, is under common control with the Companyentity.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act, the filing and recordation of the Certificate of Merger as required by the DGCL and as otherwise set forth in Section 4.3 to the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity, or any person under any Contract to which Parent or Sub is a party or to which any of their respective properties or assets is subject, is necessary for the execution and delivery by Parent or Sub of this Agreement nor or the performance consummation by Parent or Merger Sub of its respective obligations hereunder the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not be material to Parent or Sub. Neither the execution, delivery and performance of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the Transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificates of Incorporation incorporation or Bylaws bylaws (or other similar governing or organizational documents) of Parent or of Merger Sub, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub is a party or by which any either of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iii) assuming that the filingsviolate any Law applicable to Parent or Sub or any of their respective properties or assets, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability Parent of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanySubsidiary.

Consents and Approvals; No Violations. Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (athe "SUB DISCLOSURE SCHEDULE") Neither and the execution filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and the DGCL, neither the execution, delivery or performance of this Agreement nor the performance by Parent or Merger Sub nor the consummation by Parent or Sub of its respective obligations hereunder the transactions contemplated hereby nor compliance by Parent or Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) the bylaws of Parent or of Merger Subits Subsidiaries, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of Parent or its Subsidiaries, (iiiii) result in a violation or breach of, accelerate the performance of obligations or alter the rights under, 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 obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any notecontracts, mortgageagreements, letter of creditcommitments, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation instruments and guarantees to which Parent or Merger Sub its Subsidiaries is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound party, or (iiiiv) assuming that the filingsviolate any Legal Requirement applicable to Parent or its Subsidiaries, registrations, notifications, authorizations, consents and approvals except in any case referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove which, defaults, breaches, rights individually or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have result in a material adverse effect on the ability of Parent and Sub to perform its their obligations hereunder under this Agreement or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Neither No Permit of, with or from, any Governmental Entity is required on the part of (i) any Seller for the execution and delivery by such Seller of the Transaction Agreements to which it is a party and the performance of its obligations hereunder or thereunder (as applicable) and (ii) any Seller for the consummation of the Transactions, as applicable, except, in each case of the foregoing sub-clauses (i) and (ii), (A) as listed in Section 3.3(a) of the Disclosure Schedule; and (B) compliance with any applicable requirements of the HSR Act or any other Antitrust Law or in connection with seeking CFIUS Approval or any other Requisite Governmental Approval. Assuming compliance with the items described in sub-clauses (A) and (B) of the preceding sentence and receipt of the Transfer Consents, neither the execution, delivery and performance of this Agreement or any Transaction Agreement by any Seller, nor the performance consummation by Parent or Merger Sub any Seller of its respective obligations hereunder the Transactions, as applicable, will (i1) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws its respective Organizational Documents; (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii2) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of or to notice, consent, termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound Transferred Contract or (iii3) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of Law applicable to any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanySeller.

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 4.5 of the execution Company Disclosure Schedules, assuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 6.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by the Company or its Subsidiaries of this Agreement or the Ancillary Documents to which the Company or its Subsidiaries are a party or the consummation by the Company or its Subsidiaries of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and (ii) the filing of the Certificate of Merger. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which it is a party, nor the performance consummation by Parent the Company of the transactions contemplated hereby or Merger Sub of its respective obligations hereunder thereby, will (ia) conflict with or result in any breach of any provision of the Certificate Company’s Governing Documents, (b) except as set forth on Schedule 4.5 of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Subthe Company Disclosure Schedules, as applicable, or (ii) result in a violation or breach of, result in any loss of rights or additional obligations under, 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 or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, or result in the payment of any noteadditional amounts or consideration under, mortgageany Material Contract or Permit, letter (c) violate any Order or Applicable Law or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or Lien upon any of the respective material assets used of the Company or held for use by any of them may be bound or (iii) assuming that the filingsits Subsidiaries, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iib) and or (iiic) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and as would not reasonably be expected to have result in, individually or in the aggregate, a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyCompany Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution and delivery by Parent and Purchaser of this Agreement or any other Transaction Document to which Parent or Purchaser is a party, the consummation of the transactions contemplated by this Agreement or such Transaction Document(s) or compliance by Parent or Purchaser with any of the provisions hereof or thereof will (ai) Neither assuming all Required Regulatory Approvals have been obtained or made, violate any applicable Law to which Parent or Purchaser is subject, (ii) require any consent, notice or approval under, conflict with, result in a breach of or constitute a default under any material Contract, agreement or instrument to which Parent or Purchaser is a party, except in each case as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) requires any consent under, or conflict with, Charter Documents of Parent. Except as set forth in Section 6.4 of the Purchaser Disclosure Schedule and except in respect of filings to be made under the Foreign Exchange Management Act, 1999 or the regulations made thereunder or under the rules and regulations made by the SEBI, no consent, waiver, approval, order, permit or authorization or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Parent or Purchaser in connection with the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement nor or the performance compliance by Parent or Merger Sub of its respective obligations hereunder will (i) conflict Purchaser with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (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, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the termsprovisions hereof, conditions except as would not reasonably be expected, individually or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except for the execution filings, permits, authoriza- tions, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the DGCL, neither the execution, delivery or perfor- xxxxx of this Agreement nor the performance by Parent or Merger Sub the Purchaser nor the consummation by Parent or the Purchaser of its respective obligations hereunder the trans- actions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Bylaws (or other governing or organizational documents) by-laws of Parent or of Merger Subthe Purchaser, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Gov- ernmental Entity, (iiiii) 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 or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub the Purchaser is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statutestat- ute, rule or regulation applicable to Parent, any of its Subsidiaries or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding ex- cluding from the foregoing clauses (ii), (iii) and (iiiiv) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Parent and its Subsidiaries, taken as a whole and which will not materially impair the ability of Parent or the Purchaser to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. Assuming that (a) Neither the filings required under the HSR Act are made and all applicable waiting periods thereunder have been terminated or expired and (b) the Governmental Approvals set forth on Section 2.03(b) of the Seller Disclosure Letter have been obtained, the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Parent or Merger Sub Acquiror and the NAI-1504903777v10 consummation by Acquiror of its respective obligations hereunder the transactions contemplated hereby and thereby do not and will not: (i) violate or conflict with or result in any breach of any provision of the Certificate its certificate of Incorporation incorporation or Bylaws bylaws (or other the comparable governing documents); (ii) violate or organizational documentsconflict with any Law or Order of any Governmental Authority applicable to Acquiror or by which any of its properties or assets may be bound; (iii) of Parent or of Merger Sub, as applicable, require any Governmental Approval; or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Security Interest upon any of the properties or assets of Acquiror or its Subsidiaries, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteContract or other instrument binding upon Acquiror, mortgageexcluding, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may beof clause (iv) above, violate any orderconflicts, injunctionviolations, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsbreaches, defaults, breachesrights of payment and reimbursement, rights terminations, modifications, accelerations and creations and impositions of Security Interests which do not or violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected material to have a material adverse effect on the ability business of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyAcquiror.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Section 3.6 of the V2P Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as 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 rules of FINRA, and the filing and recordation of the Merger Certificate as required by the NGCL, 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 V2P of this Agreement or the consummation by V2P of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on V2P. Neither the execution, delivery and performance of this Agreement by V2P nor the performance consummation by Parent or Merger Sub V2P of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger SubV2P, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub V2P is a party or by which any of them it or any of the respective its properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to V2P or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.V2P.

Consents and Approvals; No Violations. Except (a) Neither for the execution Governmental Requirements, or (b) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity would not prevent or delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not individually or in the aggregate have a Company Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance of this Agreement nor by the Company and the consummation by the Company of the transactions contemplated by this Agreement. Except as set forth in Section 5.5 of the Company Disclosure Letter, no consent or approval of any other party (other than any Governmental Entity) is required to be obtained by the Company or any Company Subsidiary for the execution, delivery or performance of this Agreement or the performance by Parent the Company of the transactions contemplated hereby, except where the failure to obtain any such consent or Merger Sub approval would not prevent or delay the consummation of the Merger, or otherwise prevent the Company from performing its respective obligations hereunder under this Agreement or would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 5.5 of the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in any breach of any provision provisions of the Certificate Restated Articles of Incorporation or Bylaws (of the Company or other governing the Certificate or organizational documents) Articles of Parent or of Merger SubIncorporation, as applicablethe case may be, or Bylaws of any of the Company Subsidiaries, (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, cancellation cancellation, vesting, payment, exercise, acceleration, suspension or acceleration or obligation to repurchaserevocation) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter deed of credittrust, other evidence of indebtednesssecurity interest, guaranteeindenture, license, lease contract, agreement, plan or agreement or similar other instrument or obligation to which Parent the Company or Merger Sub any of the Company Subsidiaries is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or affected, (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, of the Company Subsidiaries or any of their properties or assets, (iv) result in the creation or imposition of any Governmental Entity Encumbrance on any asset of the Company or any Company Subsidiary or (v) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Company or any of the Company Subsidiaries to which Parent or Merger Sub is subjectconduct its business as currently conducted, excluding from except in the foregoing case of clauses (ii), (iii), (iv) and (iiiv) such requirementsfor violations, breaches, defaults, breachesterminations, rights cancellations, accelerations, creations, impositions, suspensions or violations (A) that revocations which would not, not individually or in the aggregate, reasonably be expected to aggregate have a Parent Company Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals set forth in Section 4.3 of the Parent Disclosure Letter, as may result from any facts or circumstances related to the Company or its Subsidiaries or as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the CFIUS Approval, the DGCL, the rules and regulations of the NASDAQ, or state securities Laws, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated hereby will (a) Neither the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder will (i) contravene, conflict with with, or result in any violation or breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws (bylaws, or other governing or similar organizational documents) , of Parent or of Merger Sub, as applicable(b) require Parent or Merger Sub to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity or workers council or similar organization, (iic) assuming compliance with the matters referred to in clause (b), contravene, conflict with or result in a violation or breach ofof any provision of any applicable Law, (d) require any consent or other action by any Person under, constitute a default, or constitute (an event that, with or without due notice or lapse of time or both) , could become a default (default, under, or give rise to cause or permit the termination, cancellation, acceleration or other change of any right of termination, cancellation or acceleration or obligation to repurchaseor the loss of any benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteContract, mortgage, letter or (e) result in the creation or imposition of credit, other evidence any Lien on any asset of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party Sub, with such exceptions, in the case of each of clauses (b) through (e), as would not reasonably be expected, individually or by which any in the aggregate, to prevent or materially delay or impede the consummation of them the Merger or any of the respective assets used other transactions contemplated hereby. No Consent of any Person is required on the part of Parent, Merger Sub or held for use by any of them may be bound or (iii) assuming that their Affiliates in connection with the filings, registrations, notifications, authorizations, consents execution and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which delivery by Parent or and Merger Sub is subjectof this Agreement, excluding from the foregoing clauses (ii) performance by Parent and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect Merger Sub of their respective covenants and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result and the consummation by Parent and Merger Sub of any acts or omissions bythe transactions contemplated hereby, or facts specifically pertaining to, the Company.except:

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 4.3, neither the execution and delivery of this Agreement or the Buyer Ancillary Documents nor the performance consummation of the transactions contemplated by Parent or Merger Sub of its respective obligations hereunder this Agreement will (ia) conflict with or result in any breach of any provision of the Certificate certificates or articles of Incorporation incorporation or Bylaws bylaws of Buyer; (or other governing or organizational documentsb) of Parent or of Merger Sub, as applicablerequire any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity; (iic) violate, conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, agreement, lease or agreement or similar other contract, instrument or obligation to which Parent or Merger Sub Buyer is a party or by which any of them Buyer or any of the respective its assets used or held for use by any of them may be bound bound; or (iiid) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any Law, order, injunction, decree, statute, rule injunction or regulation of any Governmental Entity decree applicable to which Parent or Merger Sub is subject, Buyer; excluding from the foregoing clauses (iib), (c) and (iiid) such requirements, defaultsviolations, breachesconflicts, defaults or rights or violations which (Ai) that would not, in the aggregate, not be reasonably be expected likely to have a Parent Material Adverse Effect and or (ii) would not reasonably be expected to have a material adverse effect on adversely affect the ability of Parent Buyer or Seller to perform its obligations hereunder consummate the transactions contemplated by this Agreement. Except as set forth on Schedule 4.3, no consent, approval, order or (B) that become applicable as a result of any acts or omissions byauthorization of, or facts specifically pertaining toregistration, declaration or filing with, any Governmental Entity is required with respect to Buyer or its Affiliates in connection with the Companyexecution, delivery or performance of this Agreement or the Buyer Ancillary Documents or the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Neither the execution execution, delivery and delivery performance of this Agreement or any of the Ancillary Agreements by Newco nor the performance consummation by Parent Newco of the transactions contemplated hereby or Merger Sub by any of its respective obligations hereunder the Ancillary Agreements will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of Newco, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration acceleration) under, or obligation to repurchaserequire any consent under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub Newco is a party Party or by which any of them its properties or any of the respective assets used or held for use by any of them may be bound or bound, (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decreedecree or Laws applicable to Newco or any of its properties or assets, statuteor (d) require any filing with, rule or regulation the obtaining of any permit, authorization, consent or approval of, any Governmental Entity to which Parent or Merger Sub is subjectEntity, excluding from except in the foregoing case of clauses (iib), (c) and (iiid) of this Section 4.3 for any such requirementsviolations, breaches, defaults, breachesrights of termination, rights cancellation or violations (A) that would notacceleration or requirements that, individually or in the aggregate, reasonably be expected to would not have a Parent Newco Material Adverse Effect and (as hereinafter defined). As used in this Agreement, the term "Newco Material Adverse Effect" shall mean an event, change or circumstance that has been or is materially adverse to the operations or conditions (financial or otherwise) of Newco or that would not reasonably be expected to have a material adverse effect on adversely affect the ability of Parent Newco to consummate the transactions contemplated hereby or to perform its their obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companyhereunder.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (a) Neither including the execution filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "SCHEDULE 13E-3"), the HSR Act and Section 251 of the Corporation Law, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the performance consummation by Parent or Merger and Sub of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective articles/certificate of Incorporation incorporation or Bylaws (or other governing or organizational documents) bylaws of Parent or of Merger and Sub, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (iiexcept where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or lease, contract, agreement or similar other instrument or obligation to which Parent or Merger Sub is a party or by which any either of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subjector any of their properties or assets, excluding from except in the foregoing case of clauses (iiiii) and (iiiiv) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that would defaults which could not, individually or in the aggregate, be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyMerger.

Consents and Approvals; No Violations. Except (a) Neither for filings required under the execution HSR Act or any other Antitrust Law, (b) for applicable requirements under the Securities Exchange Act of 1934 (the “Exchange Act”), and delivery of this Agreement nor (c) the performance by Parent or Merger Sub of its respective obligations hereunder will (i) conflict with or result in any breach of any provision filing of the Certificate of Incorporation Merger with the Secretary of State of the State of Delaware neither the execution, delivery or Bylaws performance by each of Parent and Merger Sub of this Agreement and each of the Related Agreements to which each is a party nor the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby will, as applicable (i) violate or other governing or organizational documents) conflict with any provision of any Governing Document of Parent or of Merger Sub, as applicable, or ; (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, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Commitment to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subjector any of its properties or assets may be bound; (iii) violate any Law; or (iv) require on the part of Parent or Merger Sub any filing or registration with, excluding from notification to, or authorization or Consent of, any Governmental Entity; except in the foregoing clauses case of clause (ii) and (iii) for such requirementsviolations, breaches or defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected failure of which to have a Parent Material Adverse Effect and obtain would not reasonably be expected to have a material adverse effect on prevent or materially impair the ability of Parent or Merger Sub to perform its obligations hereunder or timely consummate the transactions contemplated hereby (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company“Parent Material Adverse Effect”).

Consents and Approvals; No Violations. Assuming the truth and accuracy of the Company's representations and warranties contained in Section 2.5, except for (a) Neither filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act and (b) the filing of the Certificate of Merger, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate respective certificate or articles of Incorporation incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub is a party or by 25 31 which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subjector any of Parent's subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of this clause (iic) and (iii) such requirementsonly, defaults, breaches, rights or for violations (A) that which would not, individually or in the aggregate, be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyMerger.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the execution Exchange Act, the HSR Act, the DGCL and state takeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by Investor and Newco, nor the performance consummation by Parent Investor and Newco of the transactions contemplated hereby or Merger Sub of its respective obligations hereunder thereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Bylaws (formation or other governing by- laws or organizational documents) operating agreement, or comparable documents of Parent or of Merger SubInvestor and Newco, as applicablethe case may be, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity (iiexcept where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, require any notice to any party pursuant to, 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 obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or lease, contract, agreement or similar other instrument or obligation to which Parent Investor or Merger Sub any of its subsidiaries is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Investor, any of its subsidiaries or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding from except in the foregoing case of clauses (iiiii) and (iiiiv) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that would defaults which could not, individually or in the aggregate, be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on either prevent or materially delay the consummation of the Merger or impair its ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companyhereunder.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Section 4.6 of the SpeechCard Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as 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 rules of FINRA, 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 SpeechCard of this Agreement or the consummation by SpeechCard of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on SpeechCard. Neither the execution, delivery and performance of this Agreement by SpeechCard nor the performance consummation by Parent or Merger Sub SpeechCard of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger SubSpeechCard, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub SpeechCard is a party or by which any of them it or any of the respective its properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to SpeechCard or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanySpeechCard.

Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or Self-Regulatory Organization is required on the part of APH, AIL, ASL or Cobalt for the execution, delivery and performance by APH, AIL, ASL or Cobalt of this Agreement or the consummation by APH, AIL, ASL or Cobalt of the transactions described in Section 1.4 and the other transactions contemplated by this Agreement, except (a) Neither compliance with any applicable requirements of the execution HSR Act; or (b) the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or to materially delay, or impair or prevent, consummation of the transactions contemplated hereby. Assuming compliance with the items described in clause (a) of the preceding sentence, neither the execution, delivery and performance of this Agreement by APH, AIL, ASL or Cobalt nor the performance consummation by Parent APH, AIL, ASL or Merger Sub Cobalt of its respective obligations hereunder the transactions described in Section 1.4 or the other transactions contemplated by this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate memorandum of Incorporation association or Bylaws (articles of association of APH, AIL or other governing ASL or organizational documents) the articles of Parent incorporation or by-laws of Merger Sub, as applicable, or Cobalt; (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound Company Material Contract; or (iii) assuming that the filingsviolate or infringe any Law applicable to APH, registrationsAIL, notificationsASL or Cobalt, authorizations, consents and approvals referred to or any of their respective properties or assets; except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses clause (ii) and or (iii) such requirements), for breaches, violations, infringements, defaults, breaches, Liens or other rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform Company and its obligations hereunder or (B) that become applicable Subsidiaries taken as a result of any acts whole or omissions bythat would materially delay, or facts specifically pertaining toimpair or prevent, consummation of the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, no notices to, filings with or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by the Acquired Companies of this Agreement or the Ancillary Documents to which each Acquired Company, as applicable, will be a party or the consummation by the Acquired Companies of the Transactions, except for (a) compliance with and filings under the HSR Act (if applicable), (b) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and (c) those the failure of which to obtain or make would not have a Company Material Adverse Effect. Neither the execution and execution, delivery or performance by the Acquired Companies of this Agreement or the Ancillary Documents to which each Acquired Company, as applicable, will be a party nor the performance consummation by Parent or Merger Sub the Acquired Companies of its respective obligations hereunder the Transactions will (i) conflict with or result in any breach of any provision of the Certificate Governing Documents of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Subthe Acquired Companies, as applicable, or (ii) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchasepurchase or sale) under, repayany contract, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar other instrument or obligation to which Parent or Merger Sub is a party or by which binding upon any of them or any of the respective assets used or held for use by any of them may be bound or Group Company, (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity having jurisdiction over the Group Companies or any of their properties or assets or (iv) except as contemplated by this Agreement or with respect to which Parent or Merger Sub is subjectPermitted Liens, excluding from result in the foregoing creation of any Lien upon any of the assets of any Group Company, except in each case of clauses (ii), (iii) and (iiiiv) such requirements, defaults, breaches, rights or violations (A) that as would not, in the aggregate, reasonably be expected to not have a Parent Company Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Schedule 4.3 of the Disclosure Memorandum, neither the execution and delivery of this Agreement and the Ancillary Agreements, nor the performance by Parent or Merger Sub Seller of its respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby will (ia) result in a violation of any Law applicable to Parent or Seller or to which any of the Transferred Assets may be subject; (b) conflict with any of Parent’s or result in Seller’s charter documents; (c) require any breach of any provision of the Certificate of Incorporation notification, authorization, exemption, approval or Bylaws (or other governing or organizational documents) of Parent or of Merger Subconsent under, as applicable, or (ii) result in a violation or breach of, constitute a default under, give any party the right to accelerate, modify, cancel, or constitute terminate any obligation (with or without due notice or lapse the passage of time or both) a default (under, any Transferred Contract under which annual payments to or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them from Seller or any of the respective assets used its Affiliates could reasonably be expected to exceed (or held for use by any of them may be bound did exceed in Seller’s 2014 fiscal year) US$75,000; or (iiid) assuming that result in the filingscreation or imposition of any Lien upon the Transferred Assets, registrations(other than Permitted Liens), notifications, authorizations, consents except solely with respect to (a) and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate for any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights conflicts or violations (A) that would notwhich, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect not had and would not reasonably be expected to have a material adverse effect on Material Adverse Effect. Except as set forth in Schedule 4.3 of the ability of Disclosure Memorandum, neither Parent nor Seller is required to perform its obligations hereunder or (B) that become applicable as a result of give any acts or omissions bynotice to, make any filing with, or facts specifically pertaining toseek any authorization, exemption, approval or consent from any Governmental Authority with respect to the Companyexecution, delivery and/or performance by Parent or Seller of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required, the execution and execution, delivery or performance of this Agreement nor by the performance BAYOU ROAD Stockholder, the consummation by Parent or Merger Sub the BAYOU ROAD Stockholder of its respective obligations hereunder will the transactions contemplated hereby and compliance by the BAYOU ROAD Stockholder with any of the provisions hereof shall not (ia) conflict with or result in any breach of any provision provisions of the Certificate organizational documents of Incorporation such BAYOU ROAD Stockholder, (b) require any filing by such BAYOU ROAD Stockholder or Bylaws (or other governing or organizational documents) any of Parent or of Merger Sub, as applicableits Subsidiaries with, or any permit, authorization, consent or approval to be obtained by such BAYOU ROAD Stockholder of any Governmental Entity, (iic) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub such BAYOU ROAD Stockholder is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or affected or (iiid) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subjectsuch BAYOU ROAD Stockholder, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would notexcept, in the aggregatecase of clause (c) or (d), reasonably be expected to have a Parent Material Adverse Effect and for violations, breaches or defaults which would not reasonably be expected to have a material adverse effect on the ability of Parent such BAYOU ROAD Stockholder to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for the receipt by Purchaser of the Permits as to which the transfer thereof from the Sellers to Purchaser would violate, or would not be permitted or effective under, applicable Law and applicable requirements of the HSR Act, no filing with, and no Permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by the Sellers of the transactions contemplated by this Agreement and any Collateral Agreements. Neither the execution and delivery of this Agreement or any Collateral Agreement by any Seller nor the performance consummation by Parent any Seller of the transactions contemplated by this Agreement or Merger Sub any Collateral Agreement nor compliance by any Seller with any of its respective obligations hereunder the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of any Seller, (or other governing or organizational documentsb) subject to obtaining the consents listed in Section 6.3 of Parent or of Merger Subthe Disclosure Schedule (the "Required Consents"), as applicable, or (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, modification, cancellation or acceleration or obligation to repurchaseloss of material benefits) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub any Seller is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound subject or which is included in the Transferred Assets or the Assumed Liabilities or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to any Seller, the Transferred Assets or the Assumed Liabilities, except in the case of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iib) and or (iii) such requirementsc), defaultsfor violations, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, be reasonably be expected likely to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Except as set forth on Section 3.4 of the Seller Disclosure Schedule, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or any other Person is required on the part of Seller for the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, except (a) Neither compliance with any applicable requirements of the execution HSR Act or (b) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure of which to make or obtain is not or would not reasonably be expected to be, individually or in the aggregate, material to the Business and the Transferred Entities, taken as a whole. Assuming compliance with the items listed on Section 3.4 of the Seller Disclosure Schedule and described in clauses (a) through (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Seller nor the performance consummation by Parent or Merger Sub Seller of its respective obligations hereunder will the transactions contemplated hereby, shall (i) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate respective certificates of Incorporation formation or Bylaws limited liability company agreements (or other similar governing or organizational documents) of Parent Seller or of Merger Subany Transferred Entity, as applicable, or (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteBusiness Material Contract, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation (iii) violate any Law applicable to which Parent or Merger Sub is a party or by which any of them Transferred Entity or any of the their respective properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that give rise to the filingscreation of (A) any Lien, registrationsexcept for Permitted Liens, notificationson any material asset of a Transferred Entity or (B) any Lien, authorizationsexcept for Permitted Equity Liens, consents and approvals referred to on any Units, except, in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing each of clauses (ii) and (iii) such requirements), defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and as would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyBusiness Material Adverse Effect.

Consents and Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties of the Acquired Companies and Sellers contained in Section 3.5 and Section 4.3, respectively, no notices to, filings with or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by any Buyer Party of this Agreement or the Ancillary Documents to which such Buyer Party will be a party or the consummation by such Buyer Party of the Transactions, except for (a) compliance with and filings under the HSR Act (if applicable), (b) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and (c) those the failure of which to obtain or make would not prevent or materially delay the consummation of the Transactions. Neither the execution and execution, delivery or performance by a Buyer Party of this Agreement or the Ancillary Documents to which such Buyer Party will be a party nor the performance consummation by Parent or Merger Sub such Buyer Party of its respective obligations hereunder the Transactions will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Subsuch Buyer Party’s Governing Documents, as applicable, or (ii) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchasepurchase or sale) under, repayany contract, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar other instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound binding upon such Buyer Party or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any orderOrder, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity applicable to which Parent such Buyer Party or Merger Sub is subjectany of such Buyer Party’s Subsidiaries or any of their respective properties or assets, excluding from the foregoing except in each case of clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and as would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyTransactions.

Consents and Approvals; No Violations. (a) Neither Except for the execution filings, permits, authorizations, consents and approvals as may be required under relevant securities laws and regulations, if applicable, and applicable Pink Sheet regulations, including without limitation the requisite approval by the shareholders of Mercor Portfolio, Inc., if applicable, of the transactions contemplated hereby, none of the execution, delivery or performance of this Agreement nor by Mercor Portfolio, Inc., the performance consummation by Parent Mercor Portfolio, Inc. of the transactions contemplated hereby or Merger Sub compliance by Mercor Portfolio, Inc. with any of its respective obligations hereunder the provisions hereof will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws memorandum and articles of association of Mercor Portfolio, Inc., (or other governing or organizational documentsb) of Parent or of Merger Sub, as applicablerequire any filing with, or permit, authorization, consent or approval of, any governmental entity, (iic) 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 or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent Mercor Portfolio, Inc. or Merger Sub any of its material subsidiaries is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound bound, or (iiid) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Mercor Portfolio, Inc., any of its material subsidiaries or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding from the foregoing clauses Sections (iib), (c) and (iiid) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Mercor Portfolio, Inc.'s ability to consummate the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions.

Consents and Approvals; No Violations. (a) Neither Assuming the truth and accuracy of the Company’s representations and warranties, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement nor the performance by Parent or Merger Sub of its respective obligations hereunder this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Closing or the effectiveness of the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, including, without limitation, the Merger, will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws (or other governing or organizational documents) bylaws of Parent or of Merger Sub, (b) other than pursuant to debt agreements that will be terminated as applicablea part of the refinancing contemplated by Section 4.5, or (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 obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subjector any of their subsidiaries or any of their respective properties or assets, excluding from except, in the foregoing clauses case of clause (iib) and or (iii) such requirementsc), defaultsfor violations, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder the Closing or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyMerger.

Consents and Approvals; No Violations. (a) Neither No filing with or notice to, and no Permit of or from, any Governmental Entity is required on the part of Trimble or the Company for the execution and delivery by Trimble or the Company, as applicable, of the Original Agreement and this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, except compliance with the applicable requirements of the HSR Act and any non-U.S. Laws listed on Schedule 7.4(d)(i)(B). Assuming compliance with the items described in the preceding sentence, neither the execution, delivery and performance of the Original Agreement and this Agreement by Trimble or the Company nor the performance consummation by Parent the Xxxxxxx Group or Merger Sub the Company of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate Organizational Documents of Incorporation Trimble or Bylaws (or other governing or organizational documents) of Parent or of Merger Subthe Company, as applicable, or (iib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent Trimble or Merger Sub the Company, as applicable, is a party or by which any of them its respective properties or any of the respective assets used or held for use by any of them may be bound or (iiic) assuming that violate any Law applicable to Trimble or the filingsCompany, registrationsas applicable, notificationsor its properties or assets, authorizations, consents and approvals referred to except in subsection the case of each of clauses (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsc), for breaches, violations, defaults, breachesLiens, rights or violations (A) infringements that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on (i) prevent or materially delay any of the transactions contemplated hereby or (ii) materially impair the ability of Parent Trimble or the Company, as applicable, to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, under the CompanyOriginal Agreement and this Agreement.

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 3.3 of the Disclosure Schedule, assuming that all consents, approvals, authorizations and other actions described in this Section 3.3 have been obtained and all filings and obligations described in this Section 3.3 have been made or satisfied, the execution and delivery of this Agreement nor and the performance by Parent or Merger Sub Stockholder Agreements do not, and the consummation of its respective obligations hereunder the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any others a right of termination, cancellation or acceleration of any obligation or obligation to repurchaseresult in the loss of a benefit under, repayor result in the creation of any lien, redeem security interest, charge or acquire or any similar right or obligation) under encumbrance upon any of the termsproperties or assets of Parent or Sub under, conditions any provision of (a) the Organizational Documents of Parent and of Sub, each as amended to date, (b) any loan or provisions of any credit agreement, note, bond, mortgage, letter of credit, other evidence of indebtedness, guarantee, licenseindenture, lease or agreement other agreement, instrument, permit, concession, franchise or similar instrument or obligation license applicable to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iiic) assuming that the filingsany judgment, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (b) and (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or Sub, materially impair or delay the ability of Parent or Sub to perform their respective obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity Entity") is required by or with respect to which Parent or Sub in connection with the execution and delivery by Parent or Sub of this Agreement or of the Stockholder Agreements or is necessary for the consummation by Parent or Sub of the Offer, the Merger Sub is subjectand the other transactions contemplated by this Agreement or the Stockholder Agreements, excluding from except for (i) in connection, or in compliance, with the foregoing clauses Exchange Act, (ii) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) such requirementsfilings, defaultsauthorizations, breachesorders and approvals as may be required by state takeover laws (the "State Takeover Approvals"); (iv) such filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"); (x) xxxxxxx xxx xpprovals required under applicaxxx xxxxxxx xx xxxxx-international antitrust laws and regulations; and (vi) such other consents, rights orders, authorizations, registrations, declarations and filings the failure of which to be obtained or violations (A) that made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Parent, materially impair or delay the ability of Parent or Sub to perform its obligations hereunder or (B) that become applicable as a result under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any acts of the transactions contemplated hereby or omissions by, or facts specifically pertaining to, the Companythereby.

Consents and Approvals; No Violations. Except (ax) Neither for compliance with the HSR Act, and the rules promulgated under the HSR Act and any other Competition Law, (y) for filings that may be required under the Exchange Act and (z) as set forth on Schedule 3.03, the execution and delivery by Seller of this Agreement nor and the performance Ancillary Agreements (including the execution by Parent or Merger Sub those Affiliates of Seller which are parties to such Ancillary Agreements), and the consummation by Seller and its respective obligations hereunder will (i) conflict with or result in any breach of any provision Affiliates of the Certificate transactions contemplated by this Agreement and the Ancillary Agreements will not (a) violate the provisions of Incorporation the certificate of incorporation or Bylaws bylaws of Seller or any its Affiliates, (b) violate any Applicable Law (including, without limitation, any Environmental Law), (c) require any consent or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) result in a violation or breach approval of, or the giving of any notice to, or filing with, any Governmental Authority, (d) require any consent or other action by any Person under, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration of any right or obligation or to repurchase, repay, redeem or acquire or a loss of any similar right or obligation) under benefit with respect to any of the terms, conditions or provisions Acquired Assets under any provision of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar other instrument binding upon Seller or obligation to which Parent or Merger Sub is a party any of its Affiliates or by which the Acquired Assets are bound or (e) result in the creation or imposition of any Encumbrance on any asset (including the Acquired Assets) of them Seller or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subjectits Affiliates, excluding from the foregoing clauses (iib) through (e) consents, approvals, notices and (iii) such requirementsfilings the absence of which, and violations, defaults, breachesrights, rights conflicts or violations (A) that Encumbrances the existence of which, would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the execution Exchange Act, the HSR Act and the FCC Act, and as may be necessary as a result of any facts or circumstances relating solely to Seller and its Subsidiaries, neither the execution, delivery or performance of this Agreement by Buyer nor the performance consummation by Parent or Merger Sub Buyer of its respective obligations hereunder the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective charter or bylaws of Incorporation Buyer, (ii) require any filing by Buyer or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicableits Subsidiaries with, or permit, authorization, consent or approval to be obtained by Buyer or its Subsidiaries of, any Governmental Entity, (iiiii) 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 or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent Buyer or Merger Sub any of its Subsidiaries is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to Buyer or any of any Governmental Entity to which Parent or Merger Sub is subjectits Subsidiaries, excluding from except, in the foregoing clauses case of clause (ii) and ), (iii) such requirementsor (iv), defaultsfor failures to file or obtain, breachesviolations, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent Buyer to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Neither the The execution and delivery of this Agreement nor the performance by Parent and the Merger Subs does not, and execution and delivery of the other Transaction Documents to which they are, or are specified to be, parties, will not, and the consummation by Parent and the Merger Sub Subs of its respective obligations hereunder the transactions contemplated by this Agreement (including the Mergers) and the other Transaction Documents to which they are, or are specified to be, parties, and compliance by Parent and the Merger Subs with any of the provisions of this Agreement and the other Transaction Documents to which they are, or are specified to be, parties, will not (i) violate the provisions of the certificate of incorporation or bylaws of Parent or the organizational documents of the Merger Subs, (ii) conflict with with, or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) result in a violation or breach of, of or constitute default under (with or without due notice or lapse of time time, or both) a default (), result in the acceleration of, require any consent under, create in any party the right to accelerate, terminate, modify, or give rise to cancel, or result in the creation of any right of terminationEncumbrance upon Parent, cancellation or acceleration or obligation to repurchasethe Merger Subs, repay, redeem or acquire or any similar right of their respective properties or obligation) under assets under, any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub any of its Subsidiaries is a party or by which any of them their respective properties or any of the respective other assets used or held for use by any of them may be bound is subject, or (iii) assuming that compliance with the filings, registrations, notifications, authorizations, consents and approvals matters referred to in subsection (bSection 4.2(b) below have been obtained below, violate or madeconflict with any Law or Permit applicable to Parent, as the Merger Subs or any of Parent’s Subsidiaries, other than, in the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements), defaults, breaches, rights or violations (A) that as would not, in the aggregate, not be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a impair or delay in any material adverse effect on respect the ability of Parent or the Merger Subs to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions byconsummate the transactions contemplated by this Agreement and the other Transaction Documents to which they are, or facts specifically pertaining toare specified to be, the Companyparties.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the execution Exchange Act, the HSR Act, the TBCA, the NJBCA, state securities or blue sky laws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the Purchaser nor the performance consummation by Parent or Merger Sub and the Purchaser of its respective obligations hereunder the transactions contemplated hereby nor compliance by Parent and the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Bylaws (or other governing or organizational documents) by-laws of Parent or of Merger Suband the Purchaser, as applicable(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (iiexcept where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries, taken as a whole), (iii) result in a violation viola tion or breach of, or constitute (with or without due notice or lapse ox xxxse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseaccelera tion) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or lease, contract, agreement or similar other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any Governmental Entity to which Parent of their properties or Merger Sub is subjectassets, excluding from the foregoing clauses (iiiii) and (iiiiv) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform and its obligations hereunder or (B) that become applicable Subsidiaries taken as a result of any acts or omissions by, or facts specifically pertaining to, the Companywhole.

Consents and Approvals; No Violations. (a) Neither the execution The execution, delivery and delivery performance by Purchaser of this Agreement nor and its Related Agreements and the performance by Parent or Merger Sub consummation of its respective obligations hereunder the transactions contemplated hereby and thereby will not (i) violate any applicable law, rule or regulation or any regulation, order, writ, injunction, decree, statute, treaty or rule of any Governmental Authority applicable to Purchaser or any of its assets or properties; (ii) require any filing or registration by Purchaser with, or consent or approval with respect to Purchaser of, any Governmental Authority or other Person; (iii) violate or conflict with or result in any a breach of any provision of the Certificate of Incorporation or Bylaws default (or other governing or organizational documents) of Parent or of Merger Suban event which, as applicable, or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) , would constitute a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationdefault) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation contract to which Parent or Merger Sub Purchaser is a party or by which any of them Purchaser or any of the respective its assets used or held for use by any of them may be bound properties are bound; or (iiiiv) assuming that violate or conflict with the filingscertificate of incorporation or formation or by-laws or operating agreement (or similar organizational documents) of Purchaser, registrationsexcept where any such filing, notificationsregistration, authorizationsconsent or approval, consents and approvals referred to in subsection (b) below have been obtained if not made or madeobtained, as the case may beor any such violation, violate any orderconflict, injunctionbreach or default, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations would not (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the Purchaser or its ability of Parent to perform its obligations hereunder under this Agreement or the Related Agreements, (B) that become applicable as a result of any acts prevent, enjoin or omissions byotherwise delay the transactions contemplated by this Agreement or the Related Agreements, or facts specifically pertaining (C) result in any liability or obligation of Seller or Radar Mexican or result in any Loss or damage to Seller or Radar Mexican. No consent, approval or authorization of, or declaration, filing or registration with, or notice to, any Governmental Authority is required in connection with the Companyexecution, delivery and performance by Purchaser of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Exchange Act, state securities or blue sky laws, the HSR Act and the filing and recordation of the Merger Certificate as required by the DGCL, 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 Acquisition of this Agreement nor or the performance consummation by Parent or Merger Sub Acquisition of its respective obligations hereunder the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Bylaws bylaws (or other similar governing or organizational documents) of Parent or of Merger SubAcquisition, as applicable, or (ii) to the knowledge of the Parent, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.of

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 4.3, assuming the execution truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not interfere in any material respect with Seller’s ownership of the Shares, or otherwise prevent or materially delay the Closing and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of each Transaction Document to which Seller is a party nor the performance consummation by Parent or Merger Sub Seller of its respective obligations hereunder the transactions contemplated hereby will (iA) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws Seller’s Governing Documents, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iiB) result in a violation or breach of, cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration acceleration), create a material payment obligation or obligation to repurchaseloss of material benefit under, repayor require any material action taken by Seller (including any notice, redeem authorization, consent or acquire or any similar right or obligationapproval) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation to which Parent or Merger Sub Seller is a party or by (C) violate any Legal Requirement having jurisdiction over Seller, which any of them or any of the respective assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iiB) and (iiiC) such requirementsabove, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on Seller’s ownership of the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions byShares, or facts specifically pertaining to, otherwise prevent or materially delay the CompanyClosing.

Consents and Approvals; No Violations. No Governmental Approval is required on the part of (a) Neither each Company for the execution and delivery by such Company of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, and (b) any other applicable Subsidiary of Sellers, for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except (i) as listed on Section 3.04 of the Disclosure Letter; (ii) compliance with any applicable requirements of the HSR Act and any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, “Investment Laws”) listed on Section 6.04(a) of the Disclosure Letter; or (iii) any such Governmental Approval, the failure to make or obtain would not have a Material Adverse Effect. Assuming compliance with the items described in clauses (i) and (ii) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by each Company nor the performance consummation by Parent such Company or Merger Sub any other applicable Subsidiary of its respective obligations hereunder Sellers of the transactions contemplated hereby or thereby, as applicable, will (iA) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other governing or its respective organizational documents) of Parent or of Merger Sub, as applicable, or (iiB) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound Material Contract or (iiiC) assuming that violate any Law applicable to such Company or the filingsBusiness Assets, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (iiB) and (iii) such requirementsC), for breaches or violations, defaults, breaches, Liens or rights or violations (A) that would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except as set forth in Section 4.6 of the MDM Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as 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 rules of FINRA, 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 MDM of this Agreement or the consummation by MDM of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on MDM. Neither the execution, delivery and performance of this Agreement by MDM nor the performance consummation by Parent or Merger Sub MDM of its respective obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Bylaws (or other similar governing or organizational documents) of Parent or of Merger SubMDM, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub MDM is a party or by which any of them it or any of the respective its properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to MDM or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyMDM.

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 3.5, assuming the execution truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing of the Certificate of Merger 24 and (iii) those that may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any other party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the performance consummation by Parent or Merger Sub the Company of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, (b) except as set forth on Schedule 3.5, require the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicableconsent of, or (ii) notice to, any Person, under 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 or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any noteMaterial Contract, mortgageMaterial Real Property Lease or Material Permit, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of the respective assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation law of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets or (d) except as contemplated by this Agreement or with respect to which Parent or Merger Sub is subjectPermitted Liens, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, result in the aggregatecreation of any Lien upon any of the assets of any Group Company (other than any Liens incurred in connection with the Debt Financing), which in the case of clause (c) above, have had or would reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Except for applicable requirements of the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and the filing of the Articles of Exchange in such form as required by, and executed in accordance with the relevant provisions of the Act, no filing with, and no permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by Pinecrest of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Pinecrest (a) “Pinecrest Material Adverse Effect”). Neither the execution and delivery of this Agreement by Pinecrest nor the performance consummation by Parent or Merger Sub Pinecrest of its respective obligations hereunder the transactions contemplated hereby, nor compliance by Pinecrest with any of the provisions hereof, will (ia) conflict with or result in any breach of any provision provisions of the Certificate Articles of Incorporation of Pinecrest or the Bylaws of Pinecrest, (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (iib) result in a violation or breach of, or constitute (with or without due the notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub Pinecrest is a party or by which any of them or any of the respective their properties or assets used or held for use by any of them may be bound bound, or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Pinecrest or any of any Governmental Entity to which Parent its properties or Merger Sub is subjectassets, excluding from except in the foregoing case of clauses (iib) and (iiic) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, not individually or in the aggregate, reasonably be expected to aggregate have a Parent Pinecrest Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Neither Except for the execution filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Advisers Act, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act, state securities or Blue Sky laws, Delaware Law and California Law, none of the execution, delivery or performance of this Agreement nor by E*TRADE, the performance consummation by Parent E*TRADE of the transactions contemplated hereby or Merger Sub compliance by E*TRADE with any of its respective obligations hereunder will the provisions hereof shall (i) conflict with or result in resulting any breach of any provision of the Certificate of Incorporation Incorporation, the Bylaws or Bylaws similar organizational documents of E*TRADE, (or other governing or organizational documentsii) of Parent or of Merger Sub, as applicablerequire any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation contract to which Parent or Merger Sub E*TRADE is a party or by which any of them or any of (the respective assets used or held for use by any of them may be bound "E*TRADE Agreements"), or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation of applicable to E*TRADE, any Governmental Entity to which Parent E*TRADE is a party or Merger Sub by which any of the assets of it is subjectbound, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform E*TRADE and its obligations hereunder or (B) that become applicable Subsidiaries, taken as a result whole. There are no third party consents or approvals required to be obtained under any of any acts E*TRADE Agreements prior to the consummation of the transactions hereunder, except for such consents and approvals the failure of which to be obtained would not, individually or omissions byin the aggregate, or facts specifically pertaining tohave a material adverse effect on E*TRADE and its Subsidiaries, the Companytaken as a whole.

Consents and Approvals; No Violations. (a) Neither Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement nor or the consummation by each of Parent and Newco of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub Newco nor the consummation by Parent or Newco of its respective obligations hereunder the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws (or other similar governing or organizational documents) of either Parent or of Merger SubNewco, as applicable, or (iib) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a default (material default, or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseacceleration, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which either Parent or Merger Sub Newco is a party or by which any of them Parent or Newco or any of the its respective properties or assets used or held for use by any of them may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subjectNewco or any of its Affiliates or any of their respective properties or assets, excluding from except, in the foregoing case of clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or for violations (A) that which would not, individually or in the aggregate, be reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (aExcept for such ------------------------------------- filings, permits, authorizations, consents, and approvals as are referred to in Section 7.1(b) Neither hereto, 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 of this Agreement or any of the other Transaction Documents to which it is a party or the consummation by Parent of the transactions contemplated hereby and thereby. Neither the execution, delivery and performance of this Agreement or any of the other Transaction Documents to which it is a party by Parent nor the performance consummation by Parent or Merger Sub of its respective obligations hereunder the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) respective Constitutional Documents of Parent or any of Merger SubParent's subsidiaries, as applicable, or (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationLien) under any of the terms, conditions or provisions of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Parent or Merger Sub any of Parent's subsidiaries is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights any of Parent's subsidiaries or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability any of Parent to perform its obligations hereunder their respective properties or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companyassets.

Consents and Approvals; No Violations. (a) Neither Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act, and the filing and recordation of the Certificate of Merger as required by the DLLCA and the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity, or any person under any Contract to which Parent or Sub is a party or to which any of their respective properties or assets is subject, is necessary for the execution and delivery by Parent or Sub of this Agreement nor or the performance consummation by Parent or Merger Sub of its respective obligations hereunder the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Certificate respective certificates of Incorporation incorporation or Bylaws bylaws (or other similar governing or organizational documents) of Parent or any of Merger SubParent's subsidiaries, as applicable, or (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 obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound or (iii) assuming that the filingsviolate any Law applicable to Parent or Sub or any of their respective properties or assets, registrations, notifications, authorizations, consents and approvals referred to except in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the foregoing clauses (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and defaults which do not or would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the CompanyParent.

Consents and Approvals; No Violations. (a) Neither Except as set forth on Schedule 5.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity is necessary for the execution execution, delivery or performance of any of the Transaction Documents to which Parent and delivery of this Agreement nor Merger Sub are a party or the performance consummation by Parent or Merger Sub of its respective obligations hereunder the transactions contemplated thereby, except for (i) compliance with and filings under the HSR Act and (ii) those the failure of which to obtain or make would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery and performance of any of the Transaction Documents to which Parent or Merger Sub are a party nor the consummation by Parent or Merger Sub of the transactions contemplated thereby will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation Parent’s or Bylaws (or other governing or organizational documents) of Parent or of Merger Sub’s Governing Documents, (b) except as applicableset forth on Schedule 5.3, or (ii) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem a loss or acquire impairment of any material benefit or any similar right or obligationright) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, Contract or other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or and Merger Sub is are a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound is bound, or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation Law of any Governmental Entity applicable to which Parent or Merger Sub is subjector any of Parent’s or Merger Sub’s Subsidiaries or any of their respective material properties or assets, excluding from except in the foregoing case of clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or for violations (A) that would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and which would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability consummation of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Companytransactions contemplated thereby.

Consents and Approvals; No Violations. (a) Neither No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the execution part of Parent or Merger Sub or any of their Subsidiaries for the execution, delivery and delivery performance by Parent and Merger Sub of this Agreement nor or the performance consummation by Parent or Merger Sub of its respective obligations hereunder the transactions contemplated hereby, other than (i) pursuant to applicable requirements of the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the MBCA, (iii) compliance with the HSR Act, or (iv) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated hereby will (iA) conflict with or result in any breach breach, violation or infringement of any provision of the Certificate of Incorporation or Bylaws (or other respective governing or organizational documents) documents of Parent or of Merger Sub, as applicable, or (iiB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Parent or Merger Sub is a party or by which any of them or any of the their respective properties or assets used or held for use by any of them may be bound bound, (C) change the rights or obligations of any party under any Contract, or (iiiD) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred violate or infringe any Law applicable to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Parent or Merger Sub is subjectSub, excluding from except in the foregoing clauses case of (iiB) and or (iiiC) such requirements, defaults, for breaches, rights violations, infringements, defaults or violations (A) that changes which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent or materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, consummate the CompanyMerger and the other transactions contemplated by this Agreement.