Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does do not and will not breach, (i) conflict with, with or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any breach of the properties certificates of incorporation, by-laws or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the other constitutive or governing documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 3.4 of the Disclosure Schedule), (iii) assuming that the representations of the Investors set forth in Article III are correct, violate any Legal Requirement Laws applicable to the Company or any of its Subsidiaries or any of their respective such Person’s properties or assets. Assuming that assets or (iv) result in the representations creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the Investors set forth foregoing described in Article III are correct clauses (ii), (iii) or (iv) above has not had and except would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. The Company has not received an uncured notice alleging any of the foregoing. Except for (1) the filing of a premerger notification and report form under the ArticlesXxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which has not had and would not reasonably be expected to have a Company Material Adverse Effect, no consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby hereby, except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or as set forth in Section 3.4 of the failure to obtain or make which could not reasonably be expected to have a Material Adverse EffectDisclosure Schedule.

Conflicts; Consents. The execution, execution and delivery and performance by the Company of this Agreement and the Articles Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof does not and will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit underunder and, or result in the creation or imposition case of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries underclauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any material agreement loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision certificate of the constitutive incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreementany of the Transaction Documents, the issuance and sale of the SharesSecurities, or the consummation of the transactions contemplated hereby or thereby except for consentsunder state securities or “blue sky” laws, approvalswhich if required, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been issued or obtained or made or prior to the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectdate hereof.

Conflicts; Consents. The execution, execution and delivery and performance by the Company Sellers of this Agreement and the Articles and Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by the Sellers with any of the terms provisions hereof and thereof does not and will not breach, (i) conflict with, with or result in any violation a breach of the articles of incorporation, by-laws or other constitutive documents of the Company or Phoenix, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Company or Phoenix or any Seller is a party, or by which the Company or Phoenix or any Seller or any of the Company's or Phoenix's or any Seller's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 2.1(d) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the loss Company or Phoenix or any Seller or any of the Company's or Phoenix's or any benefit under, Seller's properties or assets or (iv) result in the creation or imposition of any Lien of any nature whatsoever Claim upon any of the properties Shares or any property or assets of used or held by the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors Phoenix. Except as set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations Section 2.1(d) of the Investors set forth in Article III are correct and except for the filing of the ArticlesDisclosure Schedule, no consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration notification of or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company any Seller of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby hereby except for consentsthe filing of a premerger notification and report form under the Hart-Xxxxx-Xxxxxx Xxx of 1976, approvalsas amended, orders, licenses, permits, authorizations, notifications, registrations, declarations and the rules and regulations promulgated thereunder (the "HSR Act") and the expiration or filings which have been obtained or made or early termination of the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectapplicable waiting period under the HSR Act.

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does do not and will not breach(i) conflict with or result in a breach of the Organizational Documents of the Company or any of its Subsidiaries, (ii) except as set forth in Schedule 4.4, conflict with, breach or result in any violation of or a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any obligation contract to which any of the Company or to the loss of any benefit underits Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Applicable Laws or (iv) result in the creation or imposition of any Lien of any nature whatsoever (other than Permitted Liens) upon any of the properties property or assets of owned, used or held by the Company or any of its Subsidiaries underSubsidiaries, (i) any material agreement or instrument to which except where the Company or occurrence of any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, foregoing described in clauses (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or ), (iii) assuming that or (iv) above would not, individually or in the representations aggregate, reasonably be expected to interfere in any material respect with the conduct of the Investors Business as presently conducted. Except as set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct Schedule 4.4 and except for (1) the filing of a premerger notification and report form under the ArticlesXxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) compliance with and filings under any other Competition Laws that may be applicable due to the nature of the business conducted by Parent and (3) any filings as may be required under the DGCL in connection with the Merger (all such consents and approvals referred to in this sentence, the “Consents and Approvals”), no consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby hereby, except for consents, such consents or approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure of which to obtain would not, individually or make which could not in the aggregate, reasonably be expected to have a Material Adverse Effectinterfere in any material respect with the conduct of the Business as presently conducted.

Conflicts; Consents. The executionSubject to the receipt of the Consents and the making of filings and submissions referenced in the next sentence, neither the execution nor delivery and performance by the Company of this Agreement and the Articles and the or of any Ancillary Document nor consummation by Company of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof herein or therein does not and or will not breach, conflict with, or result in any violation of or default (with or without notice or lapse the passage of time or bothgiving of notice): (i) underconstitute a breach of, violate, conflict with or give rise to or create any right or obligation under any Organizational Document of the Company; (ii) violate any Applicable Law; (iii) constitute a breach or violation of or a default under, conflict with or give rise to or create any right of terminationany Person other than the Company to accelerate, cancellation increase, terminate, modify or acceleration cancel any material right or obligation in a manner adverse to the Company or result in the creation of any obligation Encumbrance, other than a Permitted Encumbrance, of the Company under any Major Contract; or to the loss of any benefit under, or (iv) result in the creation or imposition of any Lien of any nature whatsoever upon any of Encumbrance on the properties Shares, except where such a breach, violation, default, conflict or assets right under clause (ii) or (iii) above has not had a Material Adverse Effect and will not materially and adversely affect the ability of the Company or any of its Subsidiaries underthe Stockholders to consummate the transactions contemplated herein. No consent or approval by, (i) any material agreement or instrument notification to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, with any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or under any of its Subsidiaries Major Contract in connection with the Company’s execution, delivery and or performance by of this Agreement or any Ancillary Document of the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations herein or filings which have been obtained or made therein by the Company or the failure to obtain Stockholders, except (1) the filing of the Certificates of Merger, (2) as required by Antitrust Laws, and (3) for any consent, approval, notice or make filing, the absence of which could has not reasonably be expected to have had a Material Adverse EffectEffect and will not materially and adversely affect the ability of the Company or the Stockholders to consummate the transactions contemplated herein. “Consent” means each consent, approval, notice or filing listed in Section 3.3(b) of the Disclosure Schedule.

Conflicts; Consents. The executionExcept as disclosed in Schedule 3.2(D), neither the execution and delivery and performance by the Company of this Agreement and Agreement, or any of the other agreements referenced herein to which Sellers are a party, nor the consummation of the transaction contemplated hereby or thereby, will conflict with, violate, or result in a material breach or default under (with or without the giving of notice or the passage of time or both) (i) the Articles of Incorporation or Bylaws and any amendment thereof of the Sellers, (ii) any license, instrument, contract, or agreement to which any Seller is a party by which any Seller is bound, (iii) any law, order, rule, regulation, writ, injunction, or decree that is applicable to any Seller. Except as disclosed in 3.2(D), neither the execution nor the delivery by Sellers of this Agreement, nor the consummation by Sellers of the transactions contemplated hereby or thereby will result in the creation of any lien, claim, right, charge, encumbrance, or security interest of any nature or type whatsoever, with respect to any of the Acquired Assets of the Sellers. Except as disclosed in Schedule 3.2(D), neither the execution and thereby and compliance with delivery of this Agreement by Sellers, nor the terms hereof and thereof does not and consummation by the Sellers of the transaction contemplated hereby, will require any consent, permit, license, approval of, or any filing with, any governmental or private entity, body or other person, firm or other entity. Except as disclosed in Schedule 3.2(D), the consummation of this Agreement will not breachresult in a breach of, conflict withconstitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or result in cancel or require any violation of or default (with or without notice or lapse of time or both) under, any contract, lease, sub-lease, license, sub-license, franchise, permit, indenture, agreement, mortgage, instrument of indebtedness, security interest, or give rise other arrangement to which any of the Sellers is a right party, or by which Sellers are bound or by which any of termination, cancellation or acceleration of any obligation or to the loss of any benefit undertheir assets are subject, or result in the creation or imposition of any Lien of any nature whatsoever security interest upon any of the properties Acquired Assets. The Sellers do not need to give any notice, make any filing with, or assets obtain any authorization, consent or approval of any government or governmental agencies in order for the Company or any of its Subsidiaries underparties to consummate the transactions contemplated by this Agreement, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors except as set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse EffectSchedules.

Conflicts; Consents. The execution, execution and delivery and performance by the Company of this Agreement and the Articles and Agreement, ------------------- the consummation of the Merger and the other transactions contemplated hereby and thereby compliance by Parent and compliance Merger Subsidiary with the terms other provisions hereof and thereof does do not and will not breach, (i) conflict with, with or result in any violation a breach of the charter, by- laws or other constitutive documents of Parent or Merger Subsidiary, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon acceleration) under any of the properties or assets provisions of the Company any note, bond, lease, mortgage, indenture, or any of its Subsidiaries undermaterial license, (i) any material franchise, permit, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Subsidiary is a party party, or by which the Company Parent or any of its Subsidiaries Merger Subsidiary or any of their respective Parent's or Merger Subsidiary's properties or assets assets, may be bound or affected, (ii) any provision of except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the constitutive or governing documents of the Company or any of its Subsidiaries Closing, or (iii) assuming that the representations of the Investors set forth in Article III are correctviolate any law, any Legal Requirement statute, rule or regulation or order, writ, injunction or decree applicable to the Company Parent or Merger Subsidiary or Parent's or Merger Subsidiary's properties or assets, except for any such violations that are immaterial to Parent or Merger Subsidiary or any of its Subsidiaries Parent's or any of their respective Merger Subsidiary's properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit No consent or authorization ofapproval by, or notification, registration, declaration any notification of or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Parent or Merger Subsidiary of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the Merger and the other transactions contemplated thereby hereby, except for consents(i) the filing with the SEC such reports under Sections 13 and 16 of the Exchange Act, approvalsas may be required in connection with this Agreement, ordersthe Merger and the other transactions contemplated hereby, licenses(ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the Parent Common Stock in connection with the Merger, permits, authorizations, notifications, registrations, declarations or filings and (iii) the filing of the Articles of Merger with the Illinois Secretary of State and the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which have been obtained or made or the failure Company is qualified to obtain or make which could not reasonably be expected to have a Material Adverse Effectdo business.

Conflicts; Consents. The executionAssuming (i) compliance with the information requirements of the HSR Act, delivery if any, (ii) the issuance of the Bankruptcy Court Order and performance (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Company Federal Energy Regulatory Commission ("FERC") for UBS neither the execution and delivery of this Agreement and the Articles Related Agreements and the consummation of the transactions contemplated hereby and or thereby and or compliance by UBS with any of the terms provisions hereof and or thereof does not and will not breach, (i) conflict with, with or result in any violation a breach of the constitutive documents of 39 UBS, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon acceleration) under any of the properties or assets provisions of the Company or any of its Subsidiaries undernote, (i) any material bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Company or any of its Subsidiaries UBS is a party party, or by which the Company UBS or any of its Subsidiaries or any of their respective properties or assets assets, may be bound or affectedaffected (except for such conflicts, (ii) any provision of breaches or defaults as to which requisite waivers or consents shall be obtained before the constitutive or governing documents of the Company or any of its Subsidiaries Effective Date), or (iii) assuming that the representations of the Investors set forth in Article III are correctviolate any law, any Legal Requirement statute, rule or regulation or order, writ, injunction or decree applicable to the Company UBS or any of its Subsidiaries or any of their respective properties or assets, in each case in clause (ii) or (iii), which conflict, breach, default, right or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated hereby. Assuming that the representations of the Investors Except (a) as set forth in Article III are correct and except on Schedule 2.2(c) to the Master Agreement, (b) for the filing of the Articlesconsents, no consentapprovals, approval, order, license, permit or authorization authorizations of, or notificationdeclarations or filings with, registrationthe Bankruptcy Court, declaration (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no consent or approval by, or any notification of or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company UBS of this Agreement, the issuance and sale Related Agreements or any of the Sharesother agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations hereby or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectthereby.

Conflicts; Consents. The execution, Neither the execution and delivery and performance by the Company of this Agreement and the Articles and Other Purchaser Agreements, nor the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and hereby, will not breach, materially conflict with, violate or result in any violation of a breach or default under (with or without the giving of notice or lapse of time the passage time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, ): (i) the Certificate of Incorporation or the Bylaws of Purchaser; (ii) any material license, instrument, contract or agreement or instrument to which the Company or any of its Subsidiaries Purchaser is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries Purchaser is bound; or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approvallaw, order, licenserule, permit regulation, writ, injunction or authorization decree that is applicable to Purchaser. Neither the execution and delivery of this Agreement or the Other Purchaser Agreements by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will require any consent or approval of, or notification, registration, declaration or any filing with, any Governmental Authority governmental or private person, body, firm, entity or other person Neither the execution nor the delivery by Purchaser of this Agreement, nor the consummation by Purchaser of the transactions contemplated hereby or thereby will result in the creation of any other Person is required to be obtained lien, claim, right, charge, encumbrance, or made by security interest of any nature or type whatsoever, with respect to the Company Purchase Price or any other consideration paid by Purchaser to the Sellers. The consummation of this Agreement will not result in a breach of, constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under, any contract, lease, sub-lease, license, sub-license, franchise, permit, indenture, agreement, mortgage, instrument of indebtedness, security interest, or other arrangement to which the Purchaser is a party, or by which Purchaser is bound or by which any of its Subsidiaries assets are subject, or result in connection with the execution, delivery and performance by the Company imposition of this Agreement, the issuance and sale any security interest upon any of the SharesAcquired Assets. The Purchaser does not need to give any notice, make any filing with, or obtain any authorization, consent or approval of any government or governmental agencies in order for the consummation of parties to consummate the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectby this Agreement.

Conflicts; Consents. The executionAssuming that (a) requisite Bankruptcy Court approvals as described in this Agreement are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery and performance by the Company Sellers of this Agreement and the Articles each Ancillary Agreement, and the consummation by Sellers of the transactions contemplated hereby and thereby thereby, and the performance and compliance by Sellers with any of the terms or provisions hereof and thereof does or thereof, do not and will not breach(i) conflict with or violate any provision (1) of the Company’s articles of incorporation or bylaws or (2) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) conflict with or violate any Law or Order applicable to the Company, any of its Subsidiaries or any of the Acquired Assets or by which the Company, any of its Subsidiaries or any of the Acquired Assets may be bound or affected, (iii) conflict with, violate or result in any violation constitute a breach of or default (with or without notice or lapse of time time, or both) under, under or result in the acceleration of any obligation under or give rise to a right of termination, cancellation modification, acceleration or acceleration cancelation of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties terms or assets provisions of the Company any Material Contract, Permit, loan or any of its Subsidiaries under, (i) any material credit agreement or instrument other Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective the Acquired Assets is subject, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or Subsidiaries, except, in the case of clauses (ii), (iii) assuming that and (iv), as would not, individually or in the representations of the Investors set forth in Article III are correctaggregate, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents. The Except as set forth on Schedule 3.3(a) and assuming that (y) requisite Bankruptcy Court approvals are obtained, (x) the notices, authorizations, approvals, Orders, permits or consents set forth on Schedule 3.3(b) are made, given or obtained (as applicable), (y) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with and (z) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution, delivery and performance by the Company Seller of this Agreement and the Articles and the consummation by Seller of the transactions contemplated hereby and thereby and compliance with hereby, do not: (i) violate the terms hereof and thereof does not and will not breachcertificate of formation, conflict with, limited liability company agreement or equivalent organizational documents of the Company or any of its Subsidiaries; (ii) violate any Law applicable to the Company or any of its Subsidiaries or by which any of the Acquired Assets is bound; or (iii) result in any violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, create in any party thereto the right to terminate or give rise to a right of terminationcancel, cancellation or acceleration of require any obligation or to the loss of any benefit consent under, or result in the creation or imposition of any Lien of Encumbrance (other than a Permitted Encumbrance) on any nature whatsoever upon any of the properties property or assets asset of the Company or any of its Subsidiaries under, (i) any Lease or Contract listed on Schedule 3.7(a); except, in each case, for any such violations, breaches, defaults or other occurrences that are not material agreement or instrument to which the Company or any of its Subsidiaries is Business taken as a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors whole. Except as set forth in Article III are correcton Schedule 3.3(b), Seller is not required to file, seek or obtain any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articlesnotice, no consentauthorization, approval, orderOrder, license, permit or authorization ofpermit, or notification, registration, declaration consent of or filing with, with any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries Body in connection with the execution, delivery and performance by the Company Seller of this Agreement, the issuance and sale of the Shares, Agreement or the consummation by Seller of the transactions contemplated thereby hereby, except for consents, (i) requisite Bankruptcy Court approvals, orders(ii) any filings required to be made under the HSR Act and any Foreign Competition Laws, licenses(iii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the (iv) where failure to obtain such consent, approval, authorization or action, or to make which could such filing or notification, is not reasonably be expected material to have the Business taken as a Material Adverse Effect.whole, or

Conflicts; Consents. The execution, execution and delivery and performance by the Company of this Agreement and the Articles and Agreement, ------------------- the consummation of the Merger and the other transactions contemplated hereby and thereby and the compliance by the Company with the terms provisions hereof and thereof does do not and will not breach, (i) conflict with, with or result in any violation a breach of the charter, by-laws or other constitutive documents of the Company, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of the Company's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as are set forth in Section 3.1(d) of the Disclosure Schedule, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the loss Company or any of the Company's properties or assets, except for any benefit under, such violations that are immaterial to the Company or any of the Company's properties or assets or (iv) result in the creation or imposition of any Lien of any nature whatsoever security interest, lien or other encumbrance upon any of the properties property or assets of used or held by the Company Company. No consent or approval by, or any notification of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the Merger and the other transactions contemplated thereby hereby except for (i) the filing with the Securities and Exchange Commission (the "SEC") such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the Merger and the other transactions contemplated hereby, (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the Parent Common Stock in connection with the Merger, (iii) the filing of the Articles of Merger with the Illinois Secretary of State and the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iv) such other consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or and filings which have been obtained or made or as are set forth in Section 3.1(d) of the failure to obtain or make which could not reasonably be expected to have a Material Adverse EffectDisclosure Schedule.

Conflicts; Consents. The execution, execution and delivery by each of the Borrowers and performance by Guarantors of the Company of this Agreement and the Articles Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by the Loan Documents and compliance with the terms hereof and thereof does not and of the Loan Documents will not result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Borrowers or their Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit underunder and, or result in the creation or imposition case of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries underclauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any material agreement loan or instrument credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license, franchise, permit, understanding, instrument, or obligation or other arrangement to which the Company Borrowers or any of its their Subsidiaries is a party or by which the Company or Borrowers, any of its their Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision certificate of the constitutive incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company Borrowers or their Subsidiaries, any capital stock of the Borrowers or any of its their Subsidiaries or bylaws of the Borrowers or their Subsidiaries or (iii) assuming that any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the representations rules and regulations of the Investors set forth in Article III are correct, any Legal Requirement NASDAQ Global Market applicable to the Company or any of its Subsidiaries Borrowers or any of their respective properties Subsidiaries or assets. Assuming that the representations by which any property or asset of the Investors set forth in Article III are correct and except Borrowers or any of their Subsidiaries is bound or affected. Except for the filing entry of the ArticlesInterim Order or the Final Order, whichever occurs first, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority governmental authority or any other Person is required to be obtained or made by or with respect to the Company Borrowers or any of its their Subsidiaries in connection with the execution, delivery of the Loan Documents and performance by the Company Borrowers and Guarantors of this Agreement, the issuance and sale any of the SharesLoan Documents except as contemplated therein, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations hereby or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectthereby.

Conflicts; Consents. The execution, Neither the execution and delivery and performance by the Company of this Agreement and the Articles and Agreement, the consummation of the transactions contemplated hereby and thereby and nor compliance by the Seller or either of Companies with any of the terms provisions hereof and thereof does not and will not breach, (i) conflict with, with or result in a breach of, or require any violation consent or approval under, the charter, by-laws, Partnership Agreement or other constitutive documents, as applicable, of either of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, except for any such conflict, breach or requirement with respect to which requisite waivers, consents or approvals shall be obtained before the Closing (which waivers, consents and approvals are set forth in Schedule 2.2(d)-1), (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration), or require any consent or approval, under any of the provisions of any obligation contract, agreement or other instrument referred to in Section 2.2(k) and Schedule 2.2(k), except for any such conflict, breach, default or requirement which would not have a Material Adverse Effect or as to which requisite waivers, consents or approvals shall be obtained before the Closing (which waivers, consents and approvals are set forth in Schedule 2.2(d)-1), (iii) violate any law or statute or, to the loss knowledge of the Seller, any benefit underrule or regulation or order, writ, injunction or decree applicable to either of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, or the properties or assets of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, or (iv) result in the creation or imposition of any Lien of any nature whatsoever upon any of Material Claim on the Shares, the Subsidiaries' Shares or the GEI Partnership Interests, or on the properties or assets of the Company Companies, any of the Subsidiaries, or any of its Subsidiaries under, (i) the Partnerships. Except for compliance with any material agreement or instrument to which applicable requirements under the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors HSR Act and except as set forth in Article III are correctSchedule 2.2(d)-2, any Legal Requirement applicable to the Company no consent or approval by, or any notification of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority governmental authority or any other Person body is required to be obtained or made by or with respect to the Company or any of its Subsidiaries 15 in connection with the execution, delivery and performance by either of the Company Companies of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effecthereby.

Conflicts; Consents. The executionAssuming that all the Consents and other actions described in Section 4.20 have been obtained or made and any applicable waiting period has expired or been terminated, the execution and delivery and performance by the Company each Seller of this Agreement and the Articles each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby by this Agreement and thereby each Ancillary Agreement and compliance with the terms hereof of this Agreement and thereof does not and each Ancillary Agreement will not result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or the assets of any Acquired Subsidiary, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any material agreement loan or instrument credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license, franchise, permit, understanding, instrument, or obligation or other arrangement to which the Company any Seller or any of its Subsidiaries Acquired Subsidiary is a party or by which the Company or any of its Subsidiaries Seller, any Acquired Subsidiary, or any of their respective properties or assets may be bound or affected, (ii) any provision certificate of the constitutive incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents documents, including bylaws, of the Company any Seller or Acquired Subsidiary, or any Equity Interests of its Subsidiaries any Seller or Acquired Subsidiary or (iii) assuming that any Law or Order applicable to Sellers or any Acquired Subsidiary or by which any Acquired Asset or the representations assets of any Acquired Subsidiary is bound or affected. Except for entry of the Investors set forth Sale Order with respect to the Debtors and the Consents referred to in Article III are correctSection 4.20 or otherwise listed on Schedule 4.20 of the Disclosure Schedule (which Schedule lists, in addition to the matters specified in Section 4.20, any Legal Requirement applicable third party consents that, after giving effect to the Company or any provisions of its Subsidiaries or any of their respective properties or assets. Assuming that the representations Sections 363 and 365 of the Investors set forth in Article III Bankruptcy Code, are correct and except required for the filing assumption and assignment of any Assigned Contract or the Articlestransfer of any software license embedded in material Equipment included in the Acquired Assets), no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority Government or any other Person is required to be obtained or made by or with respect to the Company any Seller or any of its Subsidiaries Acquired Subsidiary in connection with the execution, execution and delivery and performance by the Company of this Agreement, Agreement or any Ancillary Agreement by Sellers and the issuance and sale of the SharesAcquired Subsidiaries except as contemplated herein or therein, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations hereby or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectthereby.

Conflicts; Consents. The execution, execution and delivery by the Parent and performance by the Company of this Agreement does not, and the Articles execution and delivery of the other Operative Agreements by the Parent, the Company and the Parent Stockholders, as the case may be, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not not, breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Parent, the Company or any of its Subsidiaries Company Subsidiary under, (i) any material agreement loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, commitment, Permit (as defined in Section 2.13), agreement, understanding, instrument or obligation or other arrangement to which the Parent, the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Parent, the Company, any Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets may be bound or affected, (ii) any provision of the Parent's, the Company's or any Company Subsidiary's constitutive or governing documents of the Company or any of its Subsidiaries or governance documents, (iii) assuming that the representations of the Investors set forth in Article III are correctany judgment, order, writ, injunction or any Legal Requirement decree, or any statute, law, ordinance, rule or regulation applicable to the Parent, the Company, any Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no No consent, approval, order, license, permit Permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Parent, the Company or any of its Subsidiaries Company Subsidiary in connection with the execution, delivery and performance by the Parent, the Company and the Parent Stockholders, as the case may be, of this Agreementany of the Operative Agreements, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consentshereby and thereby, approvalsother than any such breaches, ordersconflicts, licensesviolations, permitsdefaults, authorizationsrights of termination, notificationscancellation or acceleration, registrations, declarations loss of benefits or filings which have been obtained creation or made imposition of Liens that individually or in the failure to obtain or make which aggregate could not reasonably be expected to (x) have a Material Adverse Effect, (y) materially impair the ability of the Company or Parent to perform their obligations under the Operative Agreements or (z) prevent or materially delay the consummation of any of the transactions contemplated the Operative Agreements.

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does do not and will not breach(i) assuming the Required Company Stockholders adopt this Agreement, conflict with, with or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any breach of the properties certificates of incorporation, by-laws or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the other constitutive or governing documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) assuming that the representations of the Investors set forth in Article III are correct, violate any Legal Requirement Laws applicable to the Company or any of its Subsidiaries or any of their respective such Person’s properties or assets. Assuming that assets or (iv) result in the representations creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the Investors set forth foregoing described in Article III are correct and except clauses (ii), (iii) or (iv) above, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. Except for (1) the filing of a premerger notification and report form under the ArticlesXxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL or the Exchange Act in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger, no consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby hereby, except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or as set forth in Section 3.4 of the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.Disclosure Schedule. Table of Contents

Conflicts; Consents. The execution, delivery and performance by None of the Company execution of this Agreement and the Articles and Agreement, the consummation of the transactions contemplated hereby hereby, including the authorization, issuance and thereby and delivery of the Emergent Stock, or compliance by the Purchaser's Parent with any of the terms provisions hereof and thereof does not and will not breach, (i) conflict with, with or result in any violation a breach of the constituent documents of the Purchaser's Parent, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon acceleration) under any of the properties or assets provisions of the Company or any of its Subsidiaries undernote, (i) any material bond, lease, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Purchaser's Parent is a party party, or by which the Company such party or any of its Subsidiaries or any of their respective such party's properties or assets assets, may be bound or affected, (ii) any provision of except for such conflicts, breaches or defaults as to which requisite waivers or consents shall be obtained before the constitutive or governing documents of the Company or any of its Subsidiaries Closing, or (iii) assuming that the representations of the Investors set forth in Article III are correctviolate any law, any Legal Requirement statute, rule or regulation or order, writ, injunction or decree applicable to the Company Purchaser's Parent or any of its Subsidiaries or any of their respective such party's properties or assets, in each case, which conflict, breach, default or violation could reasonably be expected to materially impair such party's ability to consummate the transactions contemplated hereby. Assuming that the representations No material consent or approval by or notification of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, with any Governmental Authority person (governmental or any other Person private) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Purchaser's Parent of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby except for consentshereby, approvalsincluding the authorization, ordersissuance and delivery of the Emergent Stock, licenses, permits, authorizations, notifications, registrations, declarations or filings which other than those that have been obtained or made will prior to the Closing Date be obtained and are, or will be, in full force and effect. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority on the part of the Purchaser's Parent is required in connection with the issuance of the Emergent Stock to the Principals, or the failure consummation of the other transactions contemplated by this Agreement, other than any federal and state filings that may be required pursuant to obtain or make which could not reasonably be expected to have a Material Adverse EffectRegulation D promulgated under the Securities Act and any applicable state securities laws.

Conflicts; Consents. The execution, Neither the execution and delivery and performance by the Company of this ------------------- Agreement and the Articles and or any other agreement or document to which such Seller is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby and or thereby and nor compliance by such Seller with any of the terms provisions hereof and or thereof does not and will not breach, (i) conflict with, with or result in any violation of or a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any provisions of any obligation or to the loss of any benefit undernote, bond, lease, mortgage, indenture, or result in the creation any material license, franchise, agreement or imposition of any Lien of any nature whatsoever upon any of the properties other instrument or assets of the Company obligation to which such Seller is a party, or by which such Seller or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective such Seller's properties or assets may be bound or affected, (ii) violate any provision of the constitutive law, statute, rule or governing documents of the Company regulation or any of its Subsidiaries order, writ, injunction or decree applicable to such Seller or such Seller's properties or assets or (iii) assuming that result in the representations creation or imposition of the Investors set forth in Article III are correctany Claim upon any MARS Shares. No consent or approval by, any Legal Requirement applicable to the Company or any notification of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company such Seller of this Agreement, the issuance and sale of the Shares, Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement or the consummation of the transactions contemplated hereby or thereby except for consents(i) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, approvalsas amended (the "Exchange Act"), orders, licenses, permits, authorizations, notifications, registrations, declarations as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or filings which have been obtained or made or "blue sky" laws in connection with the failure to obtain or make which could not reasonably be expected to have issuance of the PSS Common Stock as a Material Adverse Effectportion of the MARS Purchase Price.

Conflicts; Consents. The executionAssuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, registrations, approvals, Orders, permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery and performance by the Company Sellers of this Agreement and the Articles each Ancillary Agreement, and the consummation by Sellers of the transactions contemplated hereby or thereby, and thereby the performance and compliance by Sellers with any of the terms or provisions hereof and thereof does or thereof, do not and will not breach(i) conflict with or violate any provision (1) of the Company’s articles of incorporation or bylaws or (2) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) conflict with or violate any Law or Order applicable to the Company, any of its Subsidiaries or any of the Acquired Assets or by which the Company, any of its Subsidiaries or any of the Acquired Assets may be bound or affected, (iii) require consent from any party in connection with the transfer of any Acquired Owned Real Property or Acquired Leased Real Property, (iv) conflict with, violate or result in any violation constitute a breach of or default (with or without notice or lapse of time time, or both) under, or result in the acceleration of any obligation under or give rise to a right of termination, cancellation modification, acceleration or acceleration cancelation of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties terms or assets provisions of the Company any Material Contract, Permit, loan or any of its Subsidiaries under, (i) any material credit agreement or instrument other Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective the Acquired Assets is subject, or (v) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or Subsidiaries, except, in the case of clauses (iii), (iv) assuming that and (v), as would not, individually or in the representations of the Investors set forth in Article III are correctaggregate, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have be material to the Acquired Assets or the Assumed Liabilities, taken as a Material Adverse Effectwhole.

Conflicts; Consents. The executionAssuming (i) compliance with the information requirements of the HSR Act, delivery if any, (ii) the issuance of the Bankruptcy Court Order and performance (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Company Federal Energy Regulatory Commission ("FERC") for UBS, none of the execution and delivery of this Agreement and Agreement, the Articles and Related Agreements, the consummation of the transactions contemplated hereby and or thereby and or compliance by UBS with any of the terms provisions hereof and or thereof does not and will not breach, (i) conflict with, with or result in any violation a breach of the constitutive documents of UBS, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon acceleration) under any of the properties or assets provisions of the Company or any of its Subsidiaries undernote, (i) any material bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Company or any of its Subsidiaries UBS is a party party, or by which the Company UBS or any of its Subsidiaries or any of their respective properties or assets assets, may be bound or affectedaffected (except for such conflicts, (ii) any provision of breaches or defaults as to which requisite waivers or consents shall be obtained before the constitutive or governing documents of the Company or any of its Subsidiaries Closing), or (iii) assuming that the representations of the Investors set forth in Article III are correctviolate any law, any Legal Requirement statute, rule or regulation or order, writ, injunction or decree applicable to the Company UBS or any of its Subsidiaries or any of their respective properties or assets, in each case in clause (ii) or (iii), which conflict, breach, default, right or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated hereby. Assuming that the representations of the Investors Except (a) as set forth in Article III are correct and except on Schedule 2.2(c), (b) for the filing of the Articlesconsents, no consentapprovals, approval, order, license, permit or authorization authorizations of, or notificationdeclarations or filings with, registrationthe Bankruptcy Court, declaration (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material consent or approval by, or any notification of or filing with, any Governmental Authority person, firm, corporation, partnership, limited liability company, trust, joint venture, association or any other Person entity (governmental or private) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company UBS of this Agreement, the issuance and sale Related Agreements or any of the Sharesother agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations hereby or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effectthereby.

Conflicts; Consents. The execution, execution and delivery and performance by the Company of this ------------------- Agreement and the Articles other agreements and documents to which MCNS or Sub is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by MCNS and Sub with the terms provisions hereof and thereof does do not and will not breach, (i) conflict with, with or result in any violation a breach of the certificate of incorporation, by-laws or other constitutive documents of MCNS or Sub, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon acceleration) under any of the properties provisions of any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement or assets of the Company other instrument or obligation to which MCNS or Sub is a party, or by which MCNS or Sub or any of its Subsidiaries under, (i) any material agreement MCNS's or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Sub's properties or assets assets, may be bound or affected, (ii) any provision of except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the constitutive or governing documents of the Company or any of its Subsidiaries Closing, or (iii) assuming that the representations of the Investors set forth in Article III are correctviolate any law, any Legal Requirement statute, rule or regulation or order, writ, injunction or decree applicable to the Company MCNS or any of its Subsidiaries Sub or any of their respective MCNS's or Sub's properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit No consent or authorization ofapproval by, or notification, registration, declaration any notification of or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company MCNS or Sub of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby hereby, except for consents(i) the filing with the SEC of such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, approvals(ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the MCNS Common Stock in connection with the transactions contemplated hereby, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings and (iii) the filing of appropriate documents with the relevant authorities of other states in which have been obtained or made or the failure Company is qualified to obtain or make which could not reasonably be expected to have a Material Adverse Effectdo business.

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not breachnot, with or without the giving of notice or the passage of time or both (i) conflict with, with or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any breach of the properties certificates of incorporation, by-laws or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the other constitutive or governing documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, violate, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) assuming that the representations of the Investors set forth in Article III are correct, violate any Legal Requirement Laws applicable to the Company or any of its Subsidiaries or any of their respective such Person’s properties or assets. Assuming that assets or (iv) result in the representations creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the Investors foregoing described in clauses (ii), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Article III are correct Section 3.4 of the Disclosure Schedule and except for (1) the filing of a premerger notification and report form under the ArticlesHxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, no consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effecthereby.