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

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawsas set forth in Schedule 4.3, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents consents, and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act") or approvals the failure Securities Exchange Act of which to be made or obtained would not individually or in 1934, as amended (the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule"Exchange Act"), neither the execution and delivery execution, delivery, or performance of this Agreement by the Company, Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby, hereby nor compliance by the Company Buyer with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles of incorporation or by-laws of the Company Incorporation or the certificate Bylaws of incorporation Buyer, (ii) require any filing with, or by-laws permit authorization, consent, or approval of any of court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency (a "Governmental Entity"), except where the Company's subsidiaries; failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Buyer, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, or acceleration) under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which the Company or any of the Company's subsidiaries Buyer is a party or by which any of them Buyer or any of their its properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the Company, any of the Company's subsidiaries Buyer or any of their its properties or assets, except in the case of clauses (biii) and or (civ) for violations, breaches breaches, or defaults which that would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on Buyer.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 5.4 of the Company Tribune Disclosure ScheduleStatement, neither and except for filings and Permits as may be required under, and other applicable requirements of, the execution Exchange Act, the Securities Act (including the filing with the SEC of the Registration Statement), Blue Sky Laws, the HSR Act and the DGCL, none of the execution, delivery or performance of this Agreement or the Voting Agreement by the Company, Tribune nor the consummation by the Company Tribune of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby or thereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesTribune; (b) require any Authorization of any Governmental Entity; (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company Tribune or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyTribune, any of the Company's subsidiaries its Subsidiaries or any of their properties or assets, except in the case of clauses (b) and ), (c) or (d) for failures to obtain authorizations, violations, breaches or defaults which that would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Tribune or prevent or materially delay the consummation of the Offer or the Merger.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither (a) Neither the execution and delivery of this Agreement by the Company, nor the consummation performance by the Company Parent or Merger Sub of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, their obligations hereunder will (ai) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws (or other governing or organizational documents) of the Company Parent or the certificate of incorporation Merger Sub, or by-laws of any of the Company's subsidiaries; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, letter of Form 10-K) Contract credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company Parent or any of the Company's subsidiaries Merger Sub is a party or by which any of them or any of their properties the respective assets used or assets held for use by any of them may be bound; bound or (ciii) 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 of any Governmental Entity to which Parent or Merger Sub is subject, excluding from the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii) and (ciii) for violationssuch requirements, breaches defaults, breaches, rights or defaults which violations that would not individually or not, in the aggregate aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth on Schedule 5.4 and except for applicable requirements of the HSR Actstate or foreign laws relating to takeovers, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, and the filing and recordation of the Certificate Agreement of Merger as required by under the ABCA and the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental public body or regulatory authority is necessary for the consummation by the Company Xxxxxxxx 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Scheduleon Schedule 5.4, neither the execution and delivery of this Agreement by the CompanyXxxxxxxx, nor the consummation by the Company Xxxxxxxx of the transactions contemplated hereby, nor compliance by the Company Xxxxxxxx with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions the Articles of the certificate Incorporation or Bylaws of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Xxxxxxxx, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or any of the Company's subsidiaries Xxxxxxxx is a party or by which any of them it or any of their its properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, statute, rule rule, regulation or regulation permit applicable to the Company, any of the Company's subsidiaries Xxxxxxxx or any of their its properties or assets, except in the case of clauses (bii) and (ciii) for violations, breaches or defaults which that would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the The execution and delivery of this Agreement by such Fund does not, and the Company, nor performance by such Fund of its obligations under this Agreement and the consummation by the Company such Fund of the transactions contemplated hereby, nor compliance Transactions required to be consummated by the Company with any of the provisions hereof, such Fund will not: (a) conflict with or result in violate any breach of any provisions provision of the certificate organizational documents, as amended, of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariessuch Fund; (b) require any consent by any Person under, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries such Fund is a party or by which any of them it or any of their its properties or assets may be boundis bound or result in the creation of any Encumbrance in or upon any of the properties, rights or assets of such Fund; or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company's subsidiaries such Fund or any of their its properties or assets; or (d) other than in connection with or compliance with (i) HSR, (ii) the Securities Act, (iii) the Exchange Act, and (iv) the Investment Company Act require such Fund to make any filing or registration with, or provide any notification to, or require such Fund to obtain any Consents of any Governmental Entity, except in the case of clauses (bii), (iii) and (c) iv), for such violations, breaches or defaults that, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have, or reasonably be expected to have, individually or in the aggregate have aggregate, a Company Material Adverse EffectEffect on such Fund or the validity of any of the actions to be taken at the Closing or the validity or enforceability of this Agreement or the Merger 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 (including the filing with the SEC of the Offer Documents), the HSR Act, the Securities German Competition Act, the Exchange ActDGCL, Competition Laws the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and state securities foreign laws, neither the execution, delivery or blue sky Laws, and the filing and recordation performance of the Certificate Agreement by Parent and Sub nor the consummation by Parent and Sub of Merger as required by the DGCLtransactions contemplated hereby will (i) conflict with or result in any 25 30 breach of any provision of the respective certificate of incorporation or by-laws of Parent and Sub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Governmental Entity (except where the consummation by the Company of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually be reasonably expected to prevent or in materially delay the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 consummation of the Company Disclosure ScheduleOffer and/or the Merger), neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company Parent or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent, any of the Company's its subsidiaries or any of their properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would not not, individually or in the aggregate have a Company Material Adverse Effectaggregate, be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. (a) Except as set forth in Section 4.5 Schedule 4.3(a) of the disclosure schedule delivered by DuPont to the Company concurrently with the execution and delivery by DuPont of this Agreement and attached hereto (the "DuPont Disclosure Schedule"), neither the execution and delivery of this Agreement by the Company, nor the consummation performance by the Company each of the transactions contemplated hereby, nor compliance by the Company with any DuPont and Newco of the provisions hereof, its obligations hereunder will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws (or other governing or organizational documents) of DuPont or Newco, as the Company case may be, or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, letter of Form 10-K) Contract credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company or any of the Company's subsidiaries DuPont or Newco is a party or by which any of them or any of their properties the respective assets used or assets held for use by any of them may be bound; bound or assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (cb) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to which either DuPont or Newco is subject, excluding from the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii) and (ciii) for violationssuch requirements, breaches defaults, breaches, rights or defaults which violations (A) that would not individually or not, in the aggregate aggregate, reasonably be expected to have a Company DuPont Material Adverse EffectEffect 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) Except for applicable requirements as set forth in Section 3.3 of the HSR ActCompany Disclosure Letter, the Securities Act, execution and delivery by the Exchange Act, Competition Laws and state securities or blue sky LawsCompany of this Agreement do not, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution hereby and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with the provisions hereof will not, (i) violate any of the provisions hereofof the Certificate of Incorporation or Bylaws of the Company or the comparable governing documents of any Subsidiary of the Company, will in each case as amended to date, (aii) subject to the governmental filings and other matters referred to in Section 3.3(b), conflict with or result in any a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification or acceleration of any provisions obligation or to the loss of a benefit under, or result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation of any Lien upon any of the certificate of incorporation properties or by-laws assets of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) its Subsidiaries under, any of the termsindenture, conditions credit agreement, or provisions of any material other agreement, contract, lease, note, permit, concession, franchise, license, or other instrument or undertaking (as defined for purposes of Form 10-Keach, a “Contract”) Contract to which the Company or any of the Company's subsidiaries its Subsidiaries is a party or by which the Company or any of them its Subsidiaries or any of their properties respective assets is bound or assets may be bound; affected, or (ciii) subject to the governmental filings and other matters referred to in Section 3.3(b), conflict with or violate any law, rule, regulation, statute, ordinance, guideline, code, order, writruling, judgment, injunction, decreepronouncement, statutedecree or other legally enforceable requirement (including common law) of any Governmental Authority (“Applicable Law”), rule or regulation applicable to the Companyexcept, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (bii) and or (ciii) above, for any such conflicts, breaches, defaults, violations, breaches rights, losses or defaults which would not Liens that, individually or in the aggregate aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company or materially delay or impair consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for those filings, permits, authorizations, consents and approvals, if any, as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws any foreign antitrust, competition or merger control laws of China, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the filing with the SEC of the Proxy Statement and state securities the making of such other filings as may be required under the Exchange Act or blue sky Lawsby the rules of the Nasdaq Stock Market in connection with this Agreement, and the filing and recordation of the Certificate of Merger as required Merger, none of the execution, delivery or performance of this Agreement by the DGCLCompany, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents Transactions or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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, of this Agreement will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws provision of any of the Company's subsidiaries; Company Charter Documents or Subsidiary Charter Documents, (b) require any material filing with, or material permit, authorization, consent, review or approval of, any court, arbitral tribunal, arbitrator, administrative agency, or commission or other governmental, quasi-governmental, administrative or regulatory authority or agency (a “Governmental Entity”), (c) except as set forth on Section 3.3(c) of the Company Disclosure Letter, 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 bothboth would become a default) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, acceleration under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Material Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (cd) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to the Company, any of the Company's subsidiaries its Subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, the Securities Actdelivery or performance of this Agreement by Parent or Merger Sub, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company Parent or Merger Sub of the Merger and the other 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company Parent or Merger Sub with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the certificate organizational documents of incorporation or by-laws of the Company Parent or the certificate Certificate of incorporation Incorporation or by-laws Bylaws of any of the Company's subsidiariesMerger Sub; (b) violate, 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) under, provisions under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company Parent or any of the Company's subsidiaries its Subsidiaries is a party or party; (c) require any material filing by which any of them Parent or any of their properties its Subsidiaries with, or assets require any permit, authorization, consent or approval of, any Governmental Entity or any other Person (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act; (ii) any filings as may be boundrequired under the DGCL; (iii) filings with the New York Stock Exchange; (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws; or (cv) in connection with the applicable requirements of the HSR Act); or (d) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the CompanyParent, any of the Company's subsidiaries its Subsidiaries, or any of their properties or assets, except except, in the case of clauses clause (b) and ), (c) for or (d), such violations, breaches or defaults which would not have and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or "blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCLsky" laws, no filing withwith or notice to, and no permit, authorization, consent or approval of, of any governmental or regulatory authority Governmental Entity is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery by SUTIOC of this Agreement by the Company, nor or the consummation by the Company SUTIOC of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by SUTIOC nor compliance the consummation by the Company with any SUTIOC of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificates of incorporation Incorporation or by-laws bylaws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesSUTIOC; (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of the Company's subsidiaries SUTIOC is a party or by which any of them or any of their its properties or assets may be bound; or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries SUTIOC or any of their its properties or assets, except except, in the case of clauses the foregoing clause (bii) and or (c) iii), for violations, breaches or defaults which would not that, individually or in the aggregate aggregate, would not have a Company Material Adverse EffectEffect on SUTIOC.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither (a) Neither the execution and delivery of this Agreement Agreement, the performance by the CompanyCompany of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation or by-laws of the Company Incorporation or the certificate of incorporation or by-laws of any Bylaws of the Company's subsidiaries; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, letter of Form 10-K) Contract credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (ciii) 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 of any Governmental Entity to which the Company, any of the Company's subsidiaries Company or any of their properties or assetsits Subsidiaries is subject, except in excluding from the case of foregoing clauses (bii) and (ciii) for violationssuch requirements, breaches defaults, breaches, rights or defaults which violations (A) that would not individually or not, in the aggregate aggregate, reasonably be expected to have a Company Material Adverse EffectEffect and would not have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent.

Consents and Approvals; No Violations. Except for filings and Permits as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws and state securities or blue sky the Securities Act (including the filing with the SEC of the Registration Statement), Blue Sky Laws, the HSR Act and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing withnone of the execution, delivery or performance of this Agreement and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the Company Stockholder Voting Agreement by Parent and Merger Sub nor the consummation by the Company Parent and Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution hereby and delivery 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, thereby will (a) conflict with or result in any breach of any provisions provision of the respective certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation or by-laws of any of the Company's subsidiariesMerger Sub; (b) require any Authorization of any Governmental Entity; (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company Parent or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent, any of the Company's subsidiaries its Subsidiaries or any of their properties or assets, except except, in the case of clauses (b) and ), (c) or (d), for failures to obtain Authorizations, violations, breaches or defaults which that would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Parent or prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws and the HSR Act, state securities or blue sky Laws, laws and the filing and recordation of the Certificate of Merger as required by the DGCL, no neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the Transactions nor compliance by Parent or the Purchaser with any of the provi- sions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of the Purchaser, (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental Governmental Entity with respect to the business carried on by Parent or regulatory authority is necessary for the consummation by the Company its subsidiaries as 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 date hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent, or any of its subsidiaries or the Company's subsidiaries Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent, any of the Company's its subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (bii),(iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on Parent, its subsidiaries and the Purchaser taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements (a) The execution and delivery by Sellers of this Agreement and the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky LawsSeller Ancillary Documents do not, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreementhereby and thereby will not, except for such filings(i) conflict with, permitsor result in any violation or breach of, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 hereofof the Organizational Documents of any Seller, will (aii) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a material violation or breach ofof or loss of a material benefit under, or constitute a material default (with or without due notice or lapse of time or both) a default under, any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iii) except as indicated on Schedule 4.4(b) or 4.12, require any consent, approval or other authorization of, or filing with or notification to, any Person under any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iv) subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 4.3(b), contravene or conflict with, or result in any material violation or breach of, any Law applicable to Sellers or the Business, (v) give rise to any right of termination, cancellation cancellation, amendment or accelerationmodification of rights of Sellers or acceleration of any of Sellers’ obligations under any Assigned Contract, except as would not reasonably be expected to have a Material Adverse Effect, or (vi) under, cause the creation or imposition of any Liens on any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assetsPurchased Assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse EffectPermitted Liens.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and state securities or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 blue sky laws, none of the Company Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the CompanySeller, nor the consummation by the Company Seller of the transactions contemplated hereby, nor Transactions or compliance by the Company Seller with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate articles of incorporation association or by-laws similar organizational documents of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Seller , (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity or other Person (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which Seller is a party), (c) require any consent, approval or notice under, or 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) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement relating to the Division to which the Company or any of the Company's subsidiaries Seller is a party or by which any of them or any of their properties or assets may be the Assets are bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or the CompanyAssets, any of excluding from the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (b), (c) and (cd) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect on the Division, taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities ActAct of 1933, the Exchange Act, Competition Laws and state securities or blue sky Lawsthe HSR Act, any applicable "Blue Sky" laws and the filing Minnesota Law, neither the execution, delivery or performance of this Agreement by Parent and recordation Merger Sub nor the consummation by Parent and Merger Sub of the Certificate transactions contemplated hereby nor compliance by Parent and Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws of Parent and Merger as required by the DGCLSub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this AgreementGovernmental Entity, 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) or require any authorization, consent or approval under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company Parent or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent, any of the Company's subsidiaries its Subsidiaries or any of their properties or assets, except in the case of clauses (bii) and (ciii) for violations, breaches or defaults which would not not, and except for failures to obtain such permits, authorizations, consents or approvals or to make such filings which would not, individually or in the aggregate aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements The execution and delivery by WFHC of the HSR Actthis Agreement, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawsperformance by WFHC of its obligations under this Agreement, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would hereby will not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (ai) conflict with or result in violate or breach any breach of any the terms, conditions or provisions of the certificate of incorporation or incorporation, by-laws or other organizational document of the Company WFHC or the certificate of incorporation (ii) conflict with or by-laws of any of the Company's subsidiaries; (b) 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 constitute a default (breach or give rise to any right of termination, cancellation or accelerationdefault) under, any or result in the termination of, or accelerate the performance required by, or cause the acceleration of the terms, conditions or provisions maturity of any material (as defined for purposes of Form 10-K) debt or obligation pursuant to, any Contract to which the Company or any of the Company's subsidiaries WFHC is a party or by which any of them WFHC or any of their its properties or assets may be are bound; or (c) violate any order, writexcept, injunctionin each case, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse EffectEffect with respect to WFHC. No permit, consent, approval or registration, declaration or filings with, any Person is necessary for the execution and delivery of this Agreement by WFHC or the consummation by WFHC of the transactions contemplated by this Agreement, except (i) as contemplated by the Licensor Consents and the Collateral Release Agreement and (ii) for those permits, consents, approvals, registrations, declarations or filings which (A) may be required from or with Governmental Authorities with respect to the transfer of certain Product Registrations, the Transferred Regulatory Documentation and the Transferred Trademarks or (B) have been obtained or the failure to obtain would not result in a Material Adverse Effect with respect to WFHC.

Consents and Approvals; No Violations. Except The execution and delivery of this Agreement does not, and the execution and delivery of the Ancillary Agreements will not, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not (a) conflict with or result in any breach of any provision of the organizational documents of Buyer, (b) except as set forth in SCHEDULE 4.2 and for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no require any filing with, and no or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreementor third party, except for such filings(c) violate, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in a default (or any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach ofevent 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) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, other evidence of Form 10-K) Contract indebtedness, guarantee, license, agreement, lease or other contract, instrument or obligation to which the Company or any of the Company's subsidiaries Buyer is a party or by which any of them Buyer or any of their properties or its assets may be bound; bound or under which Buyer receives any benefit, whether or not Buyer is a party thereto, or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Buyer, excluding from the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and foregoing clause (c) for such requirements, violations, breaches conflicts, defaults or defaults rights which would not individually reasonably be expected to adversely affect or in restrict the aggregate have ability Buyer to consummate the transactions contemplated by this Agreement or any Ancillary Agreement (a Company Material Adverse Effect"BUYER MATERIAL ADVERSE EFFECT").

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the MM Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, the HSR Act, the rules of the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery by MM of this Agreement by the Company, nor or the consummation by the Company MM 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 MM. Neither the execution, delivery and performance of this Agreement by MM nor compliance the consummation by the Company with any MM of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of the Company MM or the certificate of incorporation or by-laws of any of the CompanyMM's subsidiaries; , (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company MM or any of the CompanyMM's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company, MM or any of the CompanyMM's subsidiaries or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse EffectEffect on MM.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act and any comparable foreign antitrust laws, if applicable, and state securities or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 blue sky laws, none of the Company Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the CompanySeller, nor the consummation by the Company Seller of the transactions contemplated hereby, nor Transactions or compliance by the Company Seller with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation charter or by-laws of the Company Seller or the certificate of incorporation or by-laws of any of the Company's subsidiaries; , (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of the Company's subsidiaries Seller is a party or by to which any its assets are subject (excluding, for the avoidance of them or any doubt, the Company and all assets of their properties or assets may be bound; the Company), or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or to the Company, any of excluding from the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (b), (c) and (cd) for such violations, breaches or defaults which (A) would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on Seller’s ability to consummate the Transactions or (B) would become applicable as a result of the business or activities in which Purchaser is or proposes to be engaged or as a result of any acts or omissions by Purchaser.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such ------------------------------------- filings, permits, authorizations, determinations, consents or and approvals as may be required under, and other applicable requirements of, the failure of which to be made or obtained would not individually or in H-S-R Act, the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of Exon-Xxxxxx Provisions and the Company Disclosure ScheduleNISPOM, neither the execution and delivery of this Agreement by the Company, Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Buyer, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any of the termsconsent under, conditions any indenture, license, contract, agreement or provisions of any material (as defined for purposes of Form 10-K) Contract other instrument or obligation to which the Company Buyer or any of the Company's its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or , (c) violate any order, writ, injunction, decree, statute, rule decree or regulation Laws applicable to the CompanyBuyer, any of the Company's its subsidiaries or any of their respective properties or assets, (d) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority, domestic or foreign, or (e) result in the imposition of a Lien on the Buyer or any of its properties or assets except in the case of clauses (b), (c), (d) and (ce) of this Section 3.3 for any ------ such violations, breaches breaches, defaults rights of termination, cancellation or defaults which would not acceleration or requirements which, individually or in the aggregate aggregate, would not reasonably be expected to have a Company Buyer Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither (a) Neither the execution and delivery of this Agreement Agreement, the performance by the CompanyCompany of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or by-laws the Bylaws of the Company; (ii) except as set forth in Section 3.3(a) of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, letter of Form 10-K) Contract credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company or any of the Company's subsidiaries is a party or by which any of them it or any of their properties or its assets may be bound; bound or (ciii) 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 of any Governmental Entity to which the CompanyCompany is subject, any of excluding from the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii) and (ciii) for violationssuch requirements, breaches defaults, breaches, rights or defaults which violations (A) that would not individually or not, in the aggregate aggregate, reasonably be expected to have a Company Material Adverse EffectEffect and would not have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings pursuant to the HSR Act, the Securities Act, the Exchange Act, Competition Laws Act and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by (b) matters specifically described in 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company with hereby will (i) violate any provision of the provisions hereofarticles of incorporation, will bylaws or other organizational documents of Buyer, (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Buyer or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or , (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the CompanyBuyer, any of the Company's subsidiaries its Subsidiaries or any of their properties or assetsassets or (iv) require on the part of Buyer any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (bii), (iii) and or (civ) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not individually or in the aggregate have a Company Buyer Material Adverse EffectEffect and would not materially adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the The execution and delivery of this Agreement by Parent and Purchaser do not, and the Company, nor performance by Parent and Purchaser of this Agreement and the consummation by the Company Parent and Purchaser of the transactions contemplated herebyTransactions will not, nor compliance by the Company with any of the provisions hereof, will (a) conflict with or result in violate any breach of any provisions provision of the certificate of incorporation or by-laws bylaws (or other equivalent organizational documents) of the Company Parent or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Purchaser, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company Parent or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or party, (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the CompanyParent, any of the Company's subsidiaries its Subsidiaries or any of their properties respective assets or assets(d) other than in connection with or compliance with applicable requirements of (i) the DGCL, except (ii) the Antitrust Laws, (iii) Securities Exchange Rules, (iv) the Exchange Act and (v) applicable state securities Laws, require Parent or Purchaser to make any filing or registration with or notification to, or require Parent or Purchaser to obtain any authorization, consent or approval of, any Governmental Authority, labor union, works council or other labor organization; except, in the case of clauses (b), (c) and (c) d), for such violations, breaches or defaults that would not, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to be made or obtained would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws Nasdaq, the HSR Act and similar foreign competition laws, and filings under state securities or "blue sky Lawssky" laws, and the filing and recordation execution, delivery or performance of the Certificate of Merger as required this Agreement by the DGCLRepublic, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company Republic 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution hereby and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company Republic with any of the provisions hereof, will hereof shall not (a) conflict with or result in any breach of any provisions provision of the certificate organizational documents of incorporation Republic, (b) require any filing by Republic or by-laws of the Company or the certificate of incorporation or by-laws of any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by Republic or any of its Subsidiaries of, any Governmental Entity (except where the Company's subsidiaries; failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Republic Material Adverse Effect), (bc) 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) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company Republic or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or affected or (cd) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to the Company, any of the Company's subsidiaries Republic or any of their properties or assetsits Subsidiaries, except except, in the case of clauses (b) and clause (c) or (d), for violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations which would not individually or in the aggregate have a Company Republic Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of filings pursuant to the HSR Act, the Securities Act, the Exchange Act, Competition Laws Act and state securities as described in this Agreement or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in on Section 4.5 3.3 of the Company Disclosure Schedule, neither the execution and execution, delivery or performance of this Agreement or the Ancillary Agreements by the Company, Purchaser nor the consummation by the Company Purchaser of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby or thereby will (a) conflict with or result in violate any breach of any provisions provision of the certificate articles of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesPurchaser; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Purchaser or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the CompanyPurchaser, any of the Company's its subsidiaries or any of their properties or assetsassets or (d) require on the part of Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (b) and ), (c) or (d) for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals, the failure of which to obtain would not individually reasonably be expected to hinder, impair or in delay Purchaser's ability to consummate the aggregate have a Company Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals; No Violations. (i) Except for applicable requirements of as may be required by the Exchange Act or the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority entity is necessary for the execution of this Agreement by such Shareholder and the consummation by the Company such Shareholder of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure hereby and (ii) none of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Companysuch Shareholder, nor the consummation by the Company such Shareholder of the transactions contemplated hereby, nor hereby or compliance by the Company such Shareholder with any of the provisions hereof, will hereof shall (aA) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; applicable documents to which such Shareholder is a party, (bB) 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 third party right of termination, cancellation cancellation, amendment or acceleration) under, under any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of Form 10-K) Contract any kind to which the Company or any of the Company's subsidiaries such Shareholder is a party or by which any of them such Shareholder or any of their such Shareholder's properties or assets may be bound; , or (cC) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries such Shareholder or any of their such Shareholder's properties or assets, except in the each case where such absence of clauses (b) and (c) for violationsfiling or authorization, breaches conflict, violation, breach or defaults which default would not individually or in materially impair the aggregate have a Company Material Adverse Effectability of such Shareholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws as otherwise provided in EXHIBIT 4.04 attached hereto and state securities or blue sky Laws, and in the filing and recordation of the Certificate of Merger Merger, as required by the DGCLDelaware General Corporation Law, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Authority is necessary for the consummation by the Company Xxxxxx 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure ScheduleEXHIBIT 4.04, neither the execution and delivery of this Agreement by the Company, Xxxxxx nor the consummation by the Company Xxxxxx of the transactions contemplated hereby, hereby nor compliance by the Company Xxxxxx with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate articles of incorporation or by-laws bylaws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Xxxxxx, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or any of the Company's subsidiaries Xxxxxx is a party or by which any of them it or any of their its properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to the Company, any of the Company's subsidiaries Xxxxxx or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Company cause an Xxxxxx Material Adverse EffectEvent and which will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, none of the HSR Actexecution, delivery or performance of this Agreement or the Ancillary Agreements by Buyer, the Securities Act, consummation by Buyer of the Exchange Act, Competition Laws and state securities Transactions or blue sky Laws, and compliance by Buyer with any of the filing and recordation provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Certificate of Merger as required by the DGCLIncorporation or By-Laws of Buyer, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental Governmental Entity, (iii) require any consent, approval or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreementnotice under, 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract contract, agreement, arrangement or understanding to which the Company Buyer is a party, as applicable, or by which Buyer or any of the Company's subsidiaries is a party or by which any of them or any of their its properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyBuyer, or any of the Company's subsidiaries its Subsidiaries or any of their respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on the ability of Buyer to consummate the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements The execution, delivery and performance by each of the HSR Act, Company and BRS Newco of this Agreement and the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky LawsRelated Agreements to which it is a party, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company and BRS Newco 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution hereby and delivery 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 hereofthereby, will not (a) result in a violation of, conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the formation, limited liability company operating agreement, certificate of incorporation incorporation, bylaws or by-laws any other similar Organizational Documents of any of the Group Company's subsidiaries; , (b) assuming compliance with the matters referred to in Section 3.4, violate any Law or Judgment of any Governmental Authority by which any Group Company is bound or to which any Outstanding Interests are subject, (c) require a consent, notice or approval under, 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 result in any breach (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Material Contract to which the any Group Company or any of the Company's subsidiaries is a party or by which any of them the Issued Interests may be bound or (d) result in the creation or imposition of any Encumbrances (other than Permitted Encumbrances and Encumbrances under the BRS Newco A&R LLC Agreement, the Company A&R LLC Agreement, and applicable securities laws) upon any of the Issued Interests or any of their properties or assets may be bound; or of any Group Company, except with respect to clauses (b), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violationsd), breaches or defaults which as would not reasonably be expected to be, individually or in the aggregate have aggregate, material to the Group Companies, taken as a Company Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings under Section 2.3 and (b) filings under the HSR Act, the Securities Actexecution, the Exchange Act, Competition Laws delivery and state securities or blue sky Laws, performance by Parent and Merger Sub of this Agreement and the Related Agreements to which it is or will be a party, will not (i) violate or conflict with in any material respect any Law or order of any Governmental Authority applicable to Parent or Merger Sub; (ii) require any filing and recordation of the Certificate of or registration by Parent or Merger as required by the DGCL, no filing Sub with, and no permit, authorization, or consent or approval with respect to Parent or Merger Sub of, any governmental Governmental Authority; (iii) violate, conflict with, result in a breach of or regulatory authority constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or impair Parent’s or Merger Sub’s rights or alter the rights or obligations of any party under, or give to others any rights of termination, amendment, alteration, acceleration or cancellation of, or result in the creation of a Lien on any of the properties, rights or assets of Parent or Merger Sub pursuant to any Contract to which Parent or Merger Sub is necessary for a party or by which Parent or Merger Sub or any of their properties, rights or assets is bound or affected, except where such breach, conflict, violation or default, would not reasonably be expected to have a material adverse effect on Parent or Merger Sub or materially hinder, impair or delay the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents Agreement or approvals the failure of which to be made Related Agreements; or obtained would not individually (iv) violate or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse EffectMerger Sub.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actrequirements, the Securities ActAct of 1933, the Securities Exchange ActAct of 1934, Competition Laws and the Nasdaq National Market, Nasdaq SmallCap Market or principal exchange on which its common stock is listed, state law relating to takeovers, if applicable, state securities or blue sky Lawslaws, and the and, as applicable, filing and recordation of the Certificate Articles of Merger as required by under the DGCLFBCA and DGL, no filing with, and no permit, authorization, consent consent, or approval of, any governmental public body or regulatory authority is necessary for the consummation by the Company MOD 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither Neither the execution and delivery of this Agreement by the CompanyVDAT, nor the consummation by the Company it of the transactions contemplated hereby, nor compliance by the Company VDAT with any of the provisions hereof, will shall (a) conflict with or result in any breach of any provisions the Articles of the certificate Incorporation or Bylaws of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; VDAT, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right fight of termination, cancellation cancellation, or acceleration) under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement, or other instrument or obligation to which the Company VDAT or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the CompanyVDAT, any of the Company's its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches breaches, or defaults which that would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for as disclosed on SCHEDULES 4.5 AND 4.6, the execution, delivery and performance of this Agreement and the Fifth Restated Partnership Agreement, as applicable, by such New Partner and MPGC, if applicable requirements and the consummation of the HSR Act, transactions contemplated hereby (including the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation transfer of the Certificate Main Pass Agreements) and thereby will not, with or without the giving of Merger as required notice or the lapse of time or both: (a) violate or result in a breach or default under any provision of the organizational documents of such Person; (b) violate any Law or Order of any Governmental Authority applicable to such Person or by which any of such Person's properties or assets may be bound; (c) to the DGCLknowledge of such New Partner, no require any filing by such New Partner or MPGC with, and no or require such Person to obtain any permit, authorization, consent or approval of, or require any governmental notice to, any Governmental Authority or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents third Person; or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (bd) result in a violation or breach by any such Person of, or constitute (with or without due notice or lapse of time or both) a default by such Person (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, under or result in the creation of any Encumbrance upon any of the terms, conditions properties or provisions assets of such Person under any material (as defined for purposes of Form 10-K) Contract to which the Company such Person is a party, or by which it or any of the Company's subsidiaries is a party or by which any of them or any of their its properties or assets may be bound; or (c) violate any orderbound and except, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (bSections 4.3(c) and (c) d), for such violations, breaches or defaults permits, approvals, consents, breaches, defaults, terminations, cancellations, payments, accelerations which would not individually or in the aggregate would not have a Company Material Adverse EffectEffect on the transactions contemplated hereby, MPGC or the Reconstituted Partnership.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. (a) Except as set forth in Section 4.5 4.2 of the Company Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation performance by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, its obligations hereunder will (ai) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws bylaws (or similar organizational documents) of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesBuyer; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, letter of Form 10-K) Contract credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation relating to the business of Buyer or to which the Company or any of the Company's subsidiaries Buyer is a party or by which any of them Buyer or any of their properties the assets used or assets held for use by Buyer may be bound; bound or (ciii) 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 of any Governmental Authority to which Buyer is subject, excluding from the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii) and (ciii) for violationssuch requirements, breaches defaults, breaches, rights or defaults which violations that would not individually or in the aggregate have a Company Material Adverse Effectmaterial adverse effect on Buyer and its subsidiaries, taken as a whole, or that would not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings pursuant to the HSR Act, the Securities Act, the Exchange Act, Competition Laws Act and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by (b) matters specifically described in 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company with hereby will (i) violate any provision of the provisions hereofarticles of incorporation, will bylaws or other organizational documents of Buyer, (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation to which the Company Buyer or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or , (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the CompanyBuyer, any of the Company's subsidiaries its Subsidiaries or any of their properties or assetsassets or (iv) require on the part of Buyer any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (bii), (iii) and or (civ) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not individually or in the aggregate have a Company Buyer Material Adverse EffectEffect and would not materially adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state laws relating to takeovers, if applicable, state securities or blue sky Lawslaws, and the filing and recordation of the Certificate of Merger as required by the Delaware General Corporation Law (the "DGCL"), no filing with, ---- and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Authority is necessary for the consummation by the Company RTO 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 Company an RTO Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither Neither the execution and delivery of this Agreement by the CompanyRTO, nor the consummation by the Company RTO of the transactions contemplated hereby, nor compliance by the Company RTO with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company RTO or the certificate of incorporation or by-laws of any of the Company's subsidiaries; RTO Subsidiaries, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company RTO or any of the Company's subsidiaries RTO Subsidiaries is a party Party or by which any of them or any of their properties or assets may be bound; , or (c) violate any orderother, writ, injunction, decree, statute, rule or regulation applicable to the CompanyRTO, any of the Company's subsidiaries RTO Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company an RTO Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Consents as may ------------------------------------ be required under the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, Act and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing withnone of the execution, and no permitdelivery or performance of this Agreement by CDA, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company CDA of any 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate Organizational Documents of incorporation or by-laws of the Company or the certificate of incorporation or by-laws CDA, (ii) require any Consent of any Governmental Entity, (iii) require any Consent of the Company's subsidiaries; any other Person (bincluding consents from parties to loans, Contracts, leases and other agreements to which AV, Digital or any affiliate of AV is a party), (iv) or 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) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; Contract, or (cv) violate any orderLaw, writ, injunction, decree, statute, rule Order or regulation Permit applicable to the Company, any of the Company's subsidiaries CDA or any of their properties or assets, except in excluding from the case of foregoing clauses (biii), (iv) and (cv) for such absences of consents, violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company an AV Material Adverse EffectEffect or adversely affect CDA's ability to consummate the Transaction.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or and approvals as may be required under federal and/or state securities laws, applicable stock exchange regulations and, if applicable, the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 HSR Act none of the Company Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the CompanyCMGI, nor the consummation by the Company CMGI of the transactions contemplated hereby, nor hereby or compliance by the Company CMGI with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-by- laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; CMGI, (b) require any filing with, or permit, authorization, consent or approval of, any governmental entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company CMGI or any of the Company's its material subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyCMGI, any of the Company's its material subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on CMGI's ability to consummate the transactions.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution, delivery or performance of this Agreement by Cityfront and Cityfront Sub nor the consummation of Cityfront and Cityfront Sub of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities transactions contemplated hereby will: conflict with or blue sky Laws, and the filing and recordation result in any breach of any provision of the Certificate respective certificate of Merger as required by the DGCLincorporation or declaration of trust or bylaws of Cityfront and Cityfront Sub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for entity (except where the consummation by the Company of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually be reasonably expected to prevent or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor materially delay the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries); (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract loan or credit agreement, notice, bond, mortgage, indenture, permit, concession, franchise, license, lease, contract, agreement or other instrument or obligation to which the Company Cityfront or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyCityfront, any of the Company's its subsidiaries or any of their properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would not not, individually or in the aggregate have a Company Material Adverse Effectaggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (a) the applicable requirements of the HSR Act, (b) the Securities Act, requirements of the Exchange Act, Competition Laws Act relating to the Proxy Statement and state securities or blue sky Laws, and (c) the filing of articles of merger and recordation of the Certificate of Merger other appropriate merger documents, if any, as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company laws of the transactions contemplated by this AgreementState of Wisconsin, 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor and the consummation by the Company of the transactions contemplated hereby, nor compliance will not: (i) violate any provision of the Articles or Certificate of Incorporation or By-Laws (or other comparable governing documents) of Parent or Sub; (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Parent or Sub or by the Company with which any of the provisions hereof, will their respective properties or assets may be bound; (aiii) conflict require any filing with or result in any breach permit, consent or approval of, or the giving of any provisions of the certificate of incorporation notice to, any public, governmental or by-laws of the Company regulatory body or the certificate of incorporation authority; or by-laws of any of the Company's subsidiaries; (biv) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Company Parent or any of the Company's subsidiaries Sub is a party party, or by which any either of them or any of their respec- tive properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to excluding from the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii), (iii) and (civ) for violations, breaches or and defaults which which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not individually or in the aggregate have a Company Material Adverse EffectEffect on Parent and its subsidiaries taken as a whole and would not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actif applicable, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawslaws, and the and, as applicable, filing and recordation of the Certificate Articles of Merger as required by under the DGCLFBCA, no filing with, and no permit, authorization, consent consent, or approval of, any governmental public body or regulatory authority is necessary for the consummation by the Company AUG and Acquisition Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither Neither the execution and delivery of this Agreement by the CompanyAUG and Acquisition Sub, nor the consummation by the Company them of the transactions contemplated hereby, nor compliance by the Company AUG and Acquisition Sub with any of the provisions hereof, will shall (a) conflict with or result in any breach of any provisions the Articles of the certificate Incorporation or Bylaws of incorporation AUG or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Acquisition Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right fight of termination, cancellation cancellation, or acceleration) under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement, or other instrument or obligation to which the Company AUG or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the CompanyAUG, any of the Company's its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches breaches, or defaults which that would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate Articles of Merger as required by under the DGCLFBCA, no filing with, and no permit, authorization, consent consent, or approval of, any governmental public body or regulatory authority is necessary for the consummation by the Company IBID 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 Company Material Adverse Effect. Except as set forth in Section 4.5 4.4 of the Company Disclosure IBID Schedule, neither the execution and delivery of this Agreement by the CompanyIBID, nor the consummation by the Company it of the transactions contemplated hereby, nor compliance by the Company IBID with any of the provisions hereof, will shall (a) conflict with or result in any breach of any provisions the Articles of the certificate Incorporation or Bylaws of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; IBID, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration) under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement, or other instrument or obligation to which the Company IBID or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the CompanyIBID, any of the Company's its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches breaches, or defaults which that would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set ------------------------------------- forth in Section 4.5 3.3 of the Company disclosure schedule being delivered by the Buyer to the Seller concurrently herewith (the "Buyer Disclosure Schedule"), neither the execution and delivery of this Agreement by the Company, Buyer nor the consummation by the Company Buyer of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-by- laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Buyer, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any of the termsconsent under, conditions any indenture, license, contract, agreement or provisions of any material (as defined for purposes of Form 10-K) Contract other instrument or obligation to which the Company Buyer or any of the Company's its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or , (c) violate any order, writ, injunction, decree, statute, rule decree or regulation Laws applicable to the CompanyBuyer, any of the Company's its subsidiaries or any of their respective properties or assets, or (d) except for applicable requirements of the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except in the case of clauses (b), (c) and (cd) of this Section 3.3 for any such violations, breaches breaches, defaults, rights of termination, cancellation or defaults which would not acceleration or requirements that, individually or in the aggregate aggregate, would not have a Company Buyer Material Adverse EffectEffect (as hereinafter defined).

Consents and Approvals; No Violations. Except for applicable requirements Assuming the Governmental Approvals set forth on Section 2.03 of the HSR ActSeller Disclosure Letter have been obtained, the Securities Actexecution, delivery and performance of this Agreement and the Exchange ActAncillary Agreements by Seller and, Competition Laws and state securities or blue sky Lawsif applicable, its Affiliates, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company Seller and, if applicable, its Affiliates of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents hereby and thereby do not and will not: (i) violate or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the provisions hereof, will comparable governing documents); (aii) violate or conflict with any Law or result in any breach Order of any provisions of the certificate of incorporation Governmental Authority applicable to Seller or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesits Affiliates or by which any of their respective Assets or assets that will be Conveyed to Acquiror are bound; (biii) require any Consent, 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 (or under, give rise to any right of termination, cancellation or acceleration) acceleration of, or result in an increase of any obligation or the loss of a benefit under, any of Contract or Permit used or held for use in the terms, conditions Joy Business or provisions of any material (as defined for purposes of Form 10-K) Contract Cream Suds Business to which the Company Seller or any of the Company's subsidiaries its Affiliates is a party or by which any of them their respective Assets are bound or any of their properties or assets may be boundsubject; or (cv) violate result in the creation or any order, writ, injunction, decree, statute, rule imposition of any Security Interest upon any Acquired Asset or regulation applicable any other Asset related to the CompanyJoy Business or the Cream Suds Business, any of the Company's subsidiaries or any of their properties or assets, except excluding in the case of clauses (bi), (ii) and (c) for iv), such conflicts and violations, breaches breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults losses which would not reasonably be expected, individually or in the aggregate have a Company Material Adverse Effectaggregate, to be material to the Joy Business or the Cream Suds Business.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or and approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 expressly contemplated by this Agreement, none of the Company Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the CompanyAssignor, nor the consummation by the Company Assignor of any of the transactions contemplated hereby, nor hereby or compliance by the Company Assignor with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or incorporation, the by-laws or similar organizational documents of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; such Assignor, (b) require any filing with, or permit, authorization, consent or approval of, any governmental entity or other person (including consents from parties to loans, contracts, leases and other agreements to which such Assignor is a party), (c) require any consent, approval or notice under, or 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) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement to which the Company or any of the Company's subsidiaries such Assignor is a party or by which any of them or any of their properties or assets may be bound; party, or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries such Assignor or any of their such Assignor’s properties or assets, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on such Assignor or its ability to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, Competition Laws representations and state securities or blue sky Laws, and the filing and recordation warranties of the Certificate of Merger as required by the DGCLJEA set forth in Subsection 9.1(C), no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Authority is necessary required on the part of Service Provider for the consummation execution, delivery and performance by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery Service Provider of this Agreement by the Company, nor the or the‌ consummation by the Company Service Provider of the transactions contemplated hereby, nor compliance by the Company with except: (1) those as a result of any facts or circumstances relating to JEA or any of its Affiliates or their respective businesses, or (2) any permit, declaration, filing, authorization, registration, consent or approval, the provisions hereoffailure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. Assuming compliance with the items described in clause (1) of the preceding sentence, neither the execution, delivery or performance by Service Provider of this Agreement, nor the consummation by Service Provider of the transactions contemplated hereby will (a) conflict with or result in any breach or violation of any provisions provision of the certificate of incorporation its organizational documents, or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Companyits business, any of the Company's subsidiaries or any of their properties or assetsexcept, except in the case of clauses clause (b) and (c) ), for breaches, violations, breaches defaults, Encumbrances or defaults which rights of termination, amendment, cancellation or acceleration that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. (a) Except as set forth in Section 4.5 3.4 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation performance by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, its obligations hereunder will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesSubsidiary; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, letter of Form 10-K) Contract credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which the Company or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound (provided that the Company makes no representation as to any contract with any federal, state or local government or agency thereof) or (ciii) 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 of any governmental agency or authority or court to which the Company, Company or any of its Subsidiaries is subject, excluding from the Company's subsidiaries foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not singularly, or in the aggregate, have a Material Adverse Effect and would not have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of (1) the business or activities in which Buyer or Merger Subsidiary or any of their properties affiliates is or assetsproposes to be engaged, except in the case of clauses or (b2) and (c) for violationsany acts or omissions by, breaches or defaults which would not individually facts pertaining to, Buyer or in the aggregate have a Company Material Adverse EffectMerger Subsidiary.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or and approvals the failure of which to as may be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 required under federal and/or state securities laws, applicable stock exchange regulations and, if applicable, none of the Company Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the CompanyHTDS, nor the consummation by the Company HTDS of the transactions contemplated hereby, nor hereby or compliance by the Company HTDS with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; HTDS, (b) require any filing with, or permit, authorization, consent or approval of, any governmental entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company HTDS or any of the Company's its material subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyHTDS, any of the Company's its material subsidiaries or any of their properties or assets, except in excluding from the case of clauses foregoing Sections (b), (c) and (cd) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on MindUp Bioresearch's ability to consummate the transactions.

Consents and Approvals; No Violations. Except for applicable requirements The execution, delivery and performance by Parent and the Merger Sub of this Agreement and the consummation of the HSR ActTransactions will not (i) violate, the Securities Actin any material respect, the Exchange Act, Competition Laws and state securities any Law or blue sky Laws, and the Order applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing and recordation or registration by Parent or any of the Certificate of Merger as required by the DGCL, no filing its Subsidiaries with, and no permit, authorization, or consent or approval of, any governmental with respect to Parent or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach its Subsidiaries of, or other action by, any Governmental Authority; (iii) violate or conflict with any provision of the Organizational Documents of Parent or Parent’s Subsidiaries; and (iv) require any consent of or other action by any Person under, constitute (a default or an event that, with or without due notice or lapse of time or both) , would constitute a default (under, or give rise to cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of termination, cancellation or acceleration) any benefit under, any of the terms, conditions or provisions provision of any material (as defined for purposes of Form 10-K) Contract to which the Company Parent or any of the Company's subsidiaries a Merger Sub is a party or by which any of them Parent or a Merger Sub or any of their assets or properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries is bound or any Permit affecting the assets or business of their properties Parent or assetsa Merger Sub, except except, in the case of clauses (bii) and (civ), (A) for violationsin connection with or in compliance with the Transaction Approvals, breaches or defaults which stockholder and/or board approvals of Parent and Merger Sub and the filing with the SEC of the Proxy Statement and (B) as would not individually or in the aggregate have, and would not be reasonably expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Exhibit 3.6, and except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities ActJSEL, the Exchange ActJCC, Competition Laws and state securities or blue sky Lawsthe laws of other jurisdictions in which Fusion is qualified to do or is doing business, and neither the filing and recordation execution, delivery, or performance of the Certificate of Merger as required this Agreement by the DGCLFusion, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for nor the consummation by the Company Fusion 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company Fusion with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the certificate articles of incorporation or by-laws the bylaws of the Company Fusion or the certificate of incorporation or by-laws of any of the Company's subsidiaries; its Subsidiaries, (b) require any filing with, or authorization, consent, permit, or approval of, any court, arbitral tribunal, administrative agency or commission, or other governmental or other regulatory authority or agency whether in Japan, the United States or elsewhere (a "Governmental Entity"), except where the failure to obtain such authorizations, consents, permits, or approvals or to make such filings, would not have a Material Adverse Effect on Fusion and its Subsidiaries taken as a whole, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, or acceleration) under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which the Company Fusion or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to the CompanyFusion, any of the Company's subsidiaries its Subsidiaries, or any of their properties or assets, except in the case of clauses (b) and as they relate to (c) or (d), for violations, breaches breaches, or defaults which that would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect on Fusion and its Subsidiaries taken as a whole. The consummation of the Acquisition will not require the consent of any third party except where the failure to obtain such consent would not have a Material Adverse Effect, either individually or in the aggregate, upon Fusion and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except as set forth in Section 4.3 of the Parent Disclosure Schedule and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws and the HSR Act, state securities or blue sky Laws, state "Blue Sky" laws and the filing and recordation MGL, none of the Certificate execution, delivery or performance of Merger as required this Agreement by Parent or Acquisition Sub, the DGCLconsummation by Parent or Acquisition Sub of the Transactions or compliance by Parent or Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective articles of organization or bylaws of Parent or Acquisition Sub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any state or federal government or governmental authority or regulatory authority is necessary for the consummation by the Company any United States or state court of the transactions contemplated by this Agreementcompetent jurisdiction (a "Governmental Entity"), 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the material terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Parent or any of the Company's subsidiaries Acquisition Sub is a party or by which any either of them or any of their respective properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent, any of the Company's subsidiaries Acquisition Sub or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Subject to the receipt of the requisite approval of the Transaction Proposals by the Modern Media Stockholders, the filing of the Modern Media Certificate of Merger, the filing of any Modern Media Report, the filing and effectiveness of the Registration Statement, NASDAQ approval, and the applicable requirements of the HSR Act, the Securities Act, the Exchange Act, applicable Anti-Trust and Competition Laws and state securities or blue sky Laws, and assuming the filing truth and recordation accuracy of the Certificate of Merger as required by the DGCL, no filing with, Company’s representations and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth warranties contained in Section 4.5 of the Company Disclosure Schedule3.6, neither the execution and delivery of this Agreement by the CompanyAgreement, any Ancillary Agreement, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereofTransactions, will (a) conflict with or result in any material breach of any provisions provision of the certificate Organizational Documents of incorporation or by-laws of the Company Modern Media, (b) require any filing with, or the certificate of incorporation or by-laws obtaining of any of the Company's subsidiaries; material consent or approval of, any Governmental Entity, (bc) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, other evidence of Form 10-K) Indebtedness, guarantee, lease or other Contract or obligation to which the Company or any of the Company's subsidiaries Modern Media is a party or by which any of them Modern Media or any of their properties or respective assets may be bound; , (d) result in the creation of any Lien upon any of the properties or assets of Modern Media, (e) except for violation which would not prevent or materially delay the consummation of the Transactions, violate in any material respect any Law, Order, or Lien applicable to Modern Media, excluding from the foregoing clauses (b), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violationse), breaches such requirements, violations or defaults which would not individually have or in the aggregate have not reasonably be expected to be material to Modern Media, taken as a Company Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 3.3 of the Company Purchaser Disclosure ScheduleSchedule and except for (a) filings pursuant to the HSR Act (b) applicable requirements under federal and state securities laws; (c) approvals of the FCC and the PUCs and (d) as described in this Agreement, neither the execution and execution, delivery or performance of this Agreement by the Company, Purchaser nor the consummation by the Company Purchaser of the transactions contemplated hereby, nor compliance by the Company with hereby will (i) violate any provision of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate articles of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesPurchaser; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Purchaser or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the CompanyPurchaser, any of the Company's subsidiaries its Subsidiaries or any of their properties or assetsassets or (iv) require on the part of Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (bii), (iii) and or (civ) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals, the failure of which to obtain would not individually or in the aggregate have a Company Purchaser Material Adverse Effect.. SECTION 3.4

Consents and Approvals; No Violations. Except for the applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company Purchaser of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby will (a) violate, conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or byBy-laws of Purchaser, (b) require any filing by the Company Purchaser with, or the certificate obtaining by the Purchaser of, any permit, license, authorization, declaration, application, transfer, consent or approval of, any Governmental Authority, other than filings required as a result of incorporation or by-laws of any the change in control of the Company's subsidiaries; , (bc) violate, conflict with or result in a violation default (or breach ofany event that, 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) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, other evidence of Form 10-K) Contract indebtedness, guarantee, license, agreement, lease or other contract or instrument or obligation to which the Company or any of the Company's subsidiaries Purchaser is a party or by which any of them Purchaser or any of their properties or assets its assets, may be bound; bound except for such violations, conflicts, defaults or rights of termination, cancellation or acceleration as would not, individually or in the aggregate, have a Material Adverse Effect, (d) result in the creation or imposition of any material Encumbrance upon the assets of the Purchaser other than Permitted Encumbrances, or (ce) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority applicable to the Company, Purchaser in any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effectmaterial respect.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution, delivery or performance of this Agreement by Newsweb and Newsweb Sub nor the consummation of Newsweb and Newsweb Sub of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities transactions contemplated hereby will: conflict with or blue sky Laws, and the filing and recordation result in any breach of any provision of the Certificate respective certificate of Merger as required by the DGCLincorporation or declaration of trust or bylaws of Newsweb and Newsweb Sub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for entity (except where the consummation by the Company of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually be reasonably expected to prevent or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor materially delay the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries); (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract loan or credit agreement, notice, bond, mortgage, indenture, permit, concession, franchise, license, lease, contract, agreement or other instrument or obligation to which the Company Newsweb or any of the Company's its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyNewsweb, any of the Company's its subsidiaries or any of their properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would not not, individually or in the aggregate have a Company Material Adverse Effectaggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Lawsas ------------------------------------- contemplated by this Agreement, and the filing except for "blue sky" laws and recordation of the Certificate of Merger as required by the DGCLregulations, no filing with, and no permit, authorization, consent or approval of, any public body or governmental authority, domestic or regulatory authority foreign, is necessary for the consummation by the Company NetSelect 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 Company Material Adverse Effect. Except as set forth in Section 4.5 on Schedule 5.4 of the Company NetSelect Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, NetSelect nor the consummation by the Company NetSelect of the transactions contemplated hereby, hereby nor compliance by the Company NetSelect with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions provision of the certificate NetSelect Certificate of incorporation Incorporation or byNetSelect By-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiarieslaws; (bii) 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) under, or require any consent under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract indenture, license, contract, agreement, or other instrument or obligation to which the Company or any of the Company's subsidiaries NetSelect is a party or by which any of them it or any of their its properties or assets may be bound, except for violations, breaches and defaults which in the aggregate would not have a Material Adverse Effect on NetSelect; or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assetsNetSelect, except in the case for violations of clauses (b) statutes, rules and (c) for violations, breaches or defaults regulations which would not individually or in the aggregate would not have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which the Company or any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effect.. Section 4.6

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and state securities or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 blue sky laws, none of the Company Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the CompanyPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby, nor Transactions or compliance by the Company Purchaser with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Purchaser, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Purchaser or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyPurchaser, any of the Company's subsidiaries its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the Transactions or which arise from the regulatory status of Seller.

Consents and Approvals; No Violations. Except for Other than (i) any applicable requirements filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the Securities Act, the Exchange Act, Competition Laws ”) and state securities any applicable foreign antitrust or blue sky competition laws (“Foreign Antitrust Laws”), and the filing and recordation expiration or termination of the Certificate of Merger as applicable waiting periods thereunder, (ii) the consent required to be obtained by 7820429 pursuant to the DGCL, no filing withXxxxxx Xxxxxx Island Lands Protection Act, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except (iii) as set forth in Section 4.5 4.4 of the Company Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement by the Company, nor the consummation by the Company each of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, Purchase Agreements does not and will not (a) conflict with or result in any breach of any provisions provision of the certificate articles of incorporation incorporation, bylaws or by-laws other similar governing documents of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiariesits Subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationthe loss of a benefit) under, or require any of notice or consent under or result in the terms, conditions or provisions creation of any material Encumbrance, under any Material Contract, (as defined for purposes of Form 10-Kc) Contract violate or conflict with any Laws applicable to which the Company or any of the Company's subsidiaries is a party or by which any of them its Subsidiaries or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their respective properties or assets, except or (d) require any notice to, filing with, or the obtaining of any permit, authorization, consent or approval of or any action by, any Governmental Entity, except, in the case of clauses (b), (c) and (c) for violationsd), breaches or defaults which as would not not, individually or in the aggregate have a aggregate, reasonably be expected to be material and adverse to the Company Material Adverse Effector any of its Subsidiaries.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Scheduleon Schedule 5.3, neither the execution and delivery of this Agreement by the CompanyPurchaser or the other documents and instruments to be executed and delivered by the Purchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, hereby will (ai) conflict with or result in violate any breach of any provisions provision of the certificate of incorporation or by-laws bylaws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; Purchaser, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, guarantee, other evidence of Form 10-K) Contract indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Company or any of the Company's subsidiaries Purchaser is a party or by which any of them or any of their properties or assets may be bound; , (iii) require any authorization, consent or approval by, filing with or notice to any Governmental Entity, except for (A) the requirements of any Competition Law applicable to the transactions contemplated hereby and (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to perform its obligations hereunder or any of the other transactions contemplated hereby, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries Purchaser or any of their its properties or assets, except in the case of clauses (bii) and through (civ) for violations, breaches or defaults which would not individually (x) impair the ability of the Purchaser to perform its obligations hereunder or in (y) delay the aggregate have a Company Material Adverse Effectconsummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of any approvals or submissions required under the HSR ActAct or as otherwise described in this Agreement, neither the Securities Actexecution, the Exchange Act, Competition Laws and state securities delivery or blue sky Laws, and the filing and recordation performance of the Certificate of Merger as required this Agreement by the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Buyer nor the consummation by the Company Buyer 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 Company Material Adverse Effect. Except as set forth in Section 4.5 hereby will (i) violate any provision of the Company Disclosure ScheduleArticles of Incorporation or By-Laws of Buyer, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company Buyer or any of the Company's subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or , (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the CompanyBuyer, any of the Company's subsidiaries its Subsidiaries or by which any of their properties or assetsassets may be bound, or (iv) require on the part of Buyer any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (bii), (iii) and or (c) for iv)-for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not individually or in materially adversely affect the aggregate have a Company Material Adverse Effectability of Buyer to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for (a) Subject to the receipt of the Requisite Company Approval, the filing of the Parent Certificate of Merger, the First Company Certificate of Merger and the Second Company Certificate of Merger, the filing by the Company of this Agreement on Form 8-K, and the applicable requirements of the HSR Act, and assuming the Securities Act, the Exchange Act, Competition Laws truth and state securities or blue sky Laws, and the filing and recordation accuracy of the Certificate of Merger as required by the DGCL, no filing with, Parent Parties’ representations and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth warranties contained in Section 4.5 of the Company Disclosure Schedule4.3, neither the execution and delivery of this Agreement by the Company, or any Ancillary Agreement nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with this Agreement or any of the provisions hereof, Ancillary Agreement will (a) conflict with or result in any material breach of any provisions provision of the certificate Organizational Documents of incorporation or by-laws of the Company any Group Company, (b) require any filing with, or the certificate of incorporation or by-laws obtaining of any of the Company's subsidiaries; material consent or approval of, any Governmental Entity, (bc) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationloss of right) under, any of the terms, conditions or provisions of any material Company Material Contract, (as defined for purposes d) result in the creation of Form 10-K) Contract to which the Company or any Lien upon any of the Company's subsidiaries is a party or by which any of them or any of their properties or assets may be bound; of any Group Company (other than Permitted Liens), or (e) except for violations which would not prevent or materially delay the consummation of the transactions contemplated by this Agreement, violate in any material respect any Law, Order, or Lien applicable to any Group Company, excluding from the foregoing clauses (b), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violationse), breaches such requirements, violations or defaults which would not individually or in reasonably be expected to be material to the aggregate have Group Companies, taken as a Company Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except as set forth on Schedule 3.3 and for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), neither the Securities Act, execution and delivery of this Agreement nor the Exchange Act, Competition Laws and state securities or blue sky Laws, and the filing and recordation consummation of the Certificate transactions contemplated hereby will (a) conflict with or result in any breach of Merger as required by any provision of the DGCL, no certificate of incorporation or by-laws of any of the Sellers; (b) require any filing with, and no or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by the Company of the transactions contemplated by this Agreementauthority; (c) violate, 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 Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in a default (or any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach ofevent 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) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, other evidence of Form 10-K) Contract indebtedness, guarantee, license, agreement, lease or other contract, instrument or obligation to which the Company or any of the Company's subsidiaries Sellers is a party or by which any of them the Sellers or any of their properties or respective assets may be bound; or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries or any of their properties or assetsSellers, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such requirements, violations, breaches conflicts, defaults or defaults rights (i) which would not individually or in the aggregate have a Company Seller Material Adverse EffectEffect and would not adversely affect the ability of any of the Sellers to consummate the transactions contemplated by this Agreement, or (ii) 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 or any facts pertaining to, Buyer.

Consents and Approvals; No Violations. Except for applicable requirements the filings, permits, authorizations, consents and approvals expressly contemplated by this Agreement, none of the HSR Actexecution, delivery or performance of this Agreement by the Assignee, the Securities Actconsummation by the Assignee of any of the transactions contemplated hereby or compliance by the Assignee with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, the Exchange Actby-laws or similar organizational documents of such Assignee, Competition Laws and state securities or blue sky Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental entity or regulatory authority other person (including consents from parties to loans, contracts, leases and other agreements to which the Assignee is necessary for the consummation by the Company of the transactions contemplated by this Agreementa party), except for such filings(iii) require any consent, permitsapproval or notice under, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery 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 (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Company or the certificate of incorporation or by-laws of any of the Company's subsidiaries; (b) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement to which the Company or any of the Company's subsidiaries Assignee is a party or by which any of them or any of their properties or assets may be bound; party, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company's subsidiaries Assignee or any of their its properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on such Assignee or its ability to consummate the transactions contemplated hereby.