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

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunder.

Consents and Approvals; No Violation. Neither the execution nor delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) Except as may be set forth conflict with or result in any breach of any provision of the Merger Agreement articles or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, (including, without limitation, filings ii) except as may be required under applicable securities laws) and any filing required under by the Exchange Act or the HSR Act, no require any filing with, and no or permit, authorization, consent, or approval of, any Governmental Authority is necessary for Entity (except where the execution failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of Parent or Purchaser to consummate the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger SubAgreement), (Biii) 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 third party right of termination, amendment, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub Purchaser is a party or (C) subject to compliance with filing requirements as by which they or any of their properties or assets may be required under applicable securities lawsbound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to ParentParent or Purchaser or any of their properties or assets, HoldCo or Merger Sub, except, except in the case of clauses (Biii) and (C)iv) for violations, for matters thatbreaches or defaults, individually or in the aggregaterights of termination, amendment, cancellation, or acceleration that would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo ability of Parent or Merger Sub of Purchaser to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderAgreement.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (iib) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a material default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub is a party or (Ciii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Sub, except, except in the each case of under clauses (Bii) and or (Ciii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Sub, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Sub, exceptexcept in each case under clauses (A), in the case of clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely effect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Acquisition Sub is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Acquisition Sub, exceptexcept in each case under clauses (A), in the case of clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely effect the consummation by Parent, HoldCo or Merger ability of each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Acquisition Sub is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Acquisition Sub, except, in the case of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo Parent or Merger Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Acquisition Sub’s ability to perform their respective obligations hereunder.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, including filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (iib) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a material default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind material Contract to which Parent, HoldCo Parent or Merger Sub is a party or (Ciii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Sub, except, except in the each case of under clauses (Bii) and or (Ciii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect in any material respect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Sub Purchaser and the consummation by each of Parent, HoldCo Parent and Merger Sub Purchaser of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger SubPurchaser, the consummation by each of Parent, HoldCo Parent and Merger Sub Purchaser of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub Purchaser with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger SubPurchaser, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub Purchaser is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to ParentParent or Purchaser, HoldCo or Merger Subexcept in each case under clauses (A), except, in the case of clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely effect the consummation by Parent, HoldCo or Merger Sub ability of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability each of Parent and Purchaser to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in for applicable requirements of the Merger Agreement (includingHSR Act, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, state securities or blue sky laws, certain filings and approvals relating to health care licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filings and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent, consent or approval of, any Governmental Authority public body or authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub Company of the transactions contemplated by the this Agreement and (ii) none 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 execution and delivery aggregate have a Company Material Adverse Effect or could not prevent, materially delay or materially impair the ability of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of Company to consummate the transactions contemplated by this Agreement or Agreement. Neither the execution and delivery by Company of this Agreement, nor the consummation by Company of the transactions contemplated hereby, nor compliance by each of Parent, HoldCo and Merger Sub Company with any of the provisions of this Agreement shall hereof, will (Ai) conflict with or result in any breach of any provisions of the organizational charter documents Parent, HoldCo or Merger Subby-laws of Company or any of Company Subsidiaries, (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 third party right of termination, cancellation, amendment, cancellation or acceleration) under under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind ("Contracts") to which Parent, HoldCo Company or Merger Sub any of Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (Ciii) subject to assuming compliance with filing requirements as may be required under applicable securities lawsthe matters referred to in this Section 6.5, violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentCompany, HoldCo any of Company Subsidiaries or Merger Subany of their properties or assets, except, except in the case of clauses (Bii) and (C)iii) for violations, for matters thatbreaches or defaults which would not , individually alone or in the aggregate, have a Company Material Adverse Effect or that would not reasonably be expected to prevent or prevent, materially delay or materially impair the consummation by Parent, HoldCo or Merger Sub ability of Company to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderAgreement.

Consents and Approvals; No Violation. (i) Except for regulatory approvals that Melrose will need to receive in connection with its acquisition of Elster as may will be set forth specified in the Merger Agreement Tender Offer Statement in Schedule TO (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority governmental entity is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub Melrose and the consummation by each of ParentMelrose and / or the Tender Subsidiary, HoldCo and Merger Sub as the case may be, of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger SubMelrose, the consummation by each of Parent, HoldCo and Merger Sub Melrose of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub Melrose with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subof Melrose, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub Melrose is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to ParentMelrose, HoldCo or Merger Subexcept in each case under clauses (A), except, in the case of clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or Merger Sub ability of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability Melrose to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the Company nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby will (i) violate or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of any provision of the organizational Certificate of Incorporation or Bylaws or the respective certificates of incorporation or bylaws or other similar governing documents Parentof any Subsidiary of the Company or any Company Joint Venture; (ii) assuming all consents, HoldCo approvals and authorizations contemplated by clause (i) through (iv) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or Merger Subviolate any Law; (iii) except as set forth on Section 3.4(a)(iii) of the Disclosure Letter, (B) violate, or conflict with, or result in a violation or breach of any provision of, or constitute (with require any consent, waiver or without notice or lapse of timeapproval, or both) result in a default (or give rise to any third party right of termination, cancellation, amendmentmodification or acceleration (or an event that, with the giving of notice, the passage of time or accelerationotherwise, would constitute a default or give rise to any such right) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenturelease, license, agreement, contract, commitment, arrangement, understanding, agreement, indenture or other instrument or obligation of any kind to which Parent, HoldCo the Company or Merger Sub any of its Subsidiaries is a party or (C) subject to compliance with filing requirements as by which the Company or any of its Subsidiaries or any of their respective properties or assets may be required under applicable securities lawsbound; (iv) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries; or (v) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent, HoldCo the Company or Merger Subany of its Subsidiaries or by which any of their respective assets are bound, except, in the case of clauses (Bii), (iii), (iv) and (Cv), for matters thatas would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereundera Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, Parent or Purchaser nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Aa) conflict with or result in any breach of any provision of the organizational documents Parent, HoldCo respective Certificate of Incorporation or Merger SubBylaws (or other similar governing documents) of Parent or Purchaser, (Bb) result in a violation require any consent, approval, authorization or breach permit of, or constitute (filing with or without notice notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Securities Act, the Exchange Act, the Corporation Law and the "takeover", "blue sky" or lapse securities laws of timevarious states or (ii) where the failure to obtain such consent, approval, authorization or permit, or bothto make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby, (c) require any consent, waiver or approval or result in a default (or give rise to any third party right of termination, cancellation, amendment, modification or acceleration) under any of the terms, conditions, conditions or provisions of any note, bondlicense, mortgage, indenture, licenseagreement, contract, commitment, arrangement, understanding, agreement, indenture or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub Purchaser or any of their respective Subsidiaries is a party or (C) subject to compliance with filing requirements as by which Parent or any of its Subsidiaries or any of their respective assets may be required under applicable securities lawsbound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not individually or in the aggregate have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent, HoldCo Purchaser or Merger Subany of their respective Subsidiaries or by which any of their respective assets are bound, except, in the case of clauses (B) and (C), except for matters thatviolations which would not, individually or in the aggregate, would not reasonably be expected have a material adverse effect on the ability of the parties hereto to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereby.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (includingFirstMerit Disclosure Letter, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of neither the execution and delivery of this Agreement by each of ParentFirstMerit, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub FirstMerit of the transactions contemplated by this Agreement or hereby, nor compliance by each of Parent, HoldCo and Merger Sub FirstMerit with any of the provisions of this Agreement shall hereof will (Aa) conflict with or result in any breach of the organizational documents Parent, HoldCo any provision of its Amended and Restated Articles of Incorporation or Merger SubAmended and Restated Code of Regulations, (Bb) result in violate, conflict with, constitute a violation default (or breach ofan event which, or constitute (with or without notice or lapse of timetime or both, would constitute a default) under, or both) result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any third party right of termination, cancellation, amendmenttermination or acceleration of, or acceleration) under result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of FirstMerit or any of the FirstMerit Subsidiaries under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractlease, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo FirstMerit or Merger Sub any FirstMerit Subsidiary is a party or (C) subject to compliance with filing requirements as which they or any of their respective properties or assets may be required under applicable securities lawssubject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a Material Adverse Effect on FirstMerit, (c) violate any judgment, ruling, order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentFirstMerit or any FirstMerit Subsidiary or any of their respective properties or assets, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), except for matters thatsuch violations which, individually or in the aggregate, would will not reasonably be expected have a Material Adverse Effect on FirstMerit, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), except (i) pursuant to prevent the Exchange Act and the Securities Act, (ii) filing the certificate of merger pursuant to the OGCL, (iii) filings required under the securities or materially delay or impair the consummation by Parent, HoldCo or Merger Sub blue sky laws of the transactions contemplated by this Agreement various states, (iv) filings with, and approval by, the Board of Governors of the Federal Reserve System (the "FRB"), (v) filings with, and approval by, the Office of the Comptroller of the Currency (the "OCC"), (vi) filings with, and approval by, the Office of Thrift Supervision (the "OTS"), (vii) filings and approvals pursuant to any applicable state takeover laws ("State Takeover Approvals"), (viii) consents, approvals, authorizations, permits, filings or otherwise adversely impact Parent’snotifications in connection with compliance with applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, HoldCo’s investment advisors, or Merger Sub’s ability to perform their respective obligations hereunder.stock transfer agents, or (ix) consents, approvals,

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (includingFirstMerit Disclosure Letter, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of neither the execution and delivery of this Agreement by each of ParentFirstMerit, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub FirstMerit of the transactions contemplated by this Agreement or hereby, nor compliance by each of Parent, HoldCo and Merger Sub FirstMerit with any of the provisions of this Agreement shall hereof will (Aa) conflict with or result in any breach of the organizational documents Parent, HoldCo any provision of its Amended and Restated Articles of Incorporation or Merger SubCode of Regulations, (Bb) result in violate, conflict with, constitute a violation default (or breach ofan event which, or constitute (with or without notice or lapse of timetime or both, would constitute a default) under, or both) result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any third party right of termination, cancellation, amendmenttermination or acceleration of, or acceleration) under result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of FirstMerit or any of the FirstMerit Subsidiaries under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractlease, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo FirstMerit or Merger Sub any FirstMerit Subsidiary is a party or (C) subject to compliance with filing requirements as which they or any of their respective properties or assets may be required under applicable securities lawssubject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a Material Adverse Effect on FirstMerit, (c) violate any judgment, ruling, order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentFirstMerit or any FirstMerit Subsidiary or any of their respective properties or assets, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), except for matters thatsuch violations which, individually or in the aggregate, would will not reasonably be expected have a Material Adverse Effect on FirstMerit, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), except (i) pursuant to prevent the Exchange Act and the Securities Act, (ii) filing the certificate of merger pursuant to the OGCL and the DGCL, (iii) filings required under the securities or materially delay blue sky laws of the various states, (iv) filings with, and approval by, the Board of Governors of the Federal Reserve System (the "FRB"), (v) filings with, and approval by, the Office of Thrift Supervision ("OTS"), (vi) filings with, and approval by, the Office of the Comptroller of the Currency (the "OCC"), (vii) filings and approvals pursuant to any applicable state takeover laws ("State Takeover Approvals"), (viii) consents, approvals, authorizations, permits, filings or impair notifications in connection with compliance with applicable provisions of federal and state securities laws relating to the consummation by Parentregulation of broker-dealers, HoldCo investment advisors, or Merger Sub of stock transfer agents, or (ix) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, will neither, individually or in the aggregate, have a Material Adverse Effect on FirstMerit nor restrict FirstMerit's legal authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereby.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions transaction contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will: (Ai) conflict with or result in any breach of any provision of the organizational respective charter documents Parent, HoldCo of either Parent or Merger Sub, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements of the HSR Act, (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent and Sub are authorized to do business, (C) in connection with any Gains Taxes, (D) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (E) such filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval triggered by the Offer or the Merger or the transaction contemplated by this Agreement, (F) such filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which Parent or Sub conducts any business or owns assets, or (G) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect on Parent; (iii) 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 third party right of termination, cancellation, amendment, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent or Sub or any of their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite, waivers or consents have been obtained or which, in the aggregate, would not have a Material Adverse Effect on Parent, HoldCo or Merger Sub is a party ; or (Civ) subject assuming the consents, approvals, authorizations or permits and filings or notifications referred to compliance with filing requirements as may be required under applicable securities lawsin this Section 4.2(c) are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentParent or Sub or to any of their respective assets. Neither Parent nor Sub nor any of their respective affiliates or associates is, HoldCo or Merger Subat the date hereof, except, an "interested stockholder" (as such term is defined in the case of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub Section 203 of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderDGCL) of the Company.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo Acquiror and Merger Sub, Sub nor the consummation by each of Parent, HoldCo Acquiror and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Ai) conflict with or result in any breach of any provision of the organizational documents Parent, HoldCo charter or the By-Laws of Acquiror or the Certificate of Incorporation or the By-Laws of Merger Sub; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority or any other Person, except (A) pursuant to the applicable requirements of the Securities Act and the Exchange Act and regulations promulgated thereunder, (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) as may be required by any applicable state securities or takeover laws, (D) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (E) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country, (F) filings with, and approval of, the NYSE, or (G) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Acquiror or Merger Sub to consummate the transactions contemplated hereby; (iii) 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 third party right of termination, cancellation, amendment, cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo Acquiror or Merger Sub is or any of their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a party Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Acquiror or Merger Sub to consummate the transactions contemplated hereby; or (Civ) subject assuming the consents, approvals, authorizations or permits and filings or notifications referred to compliance with filing requirements as may be required under applicable securities lawsin this Section 5.2(e) are duly and timely obtained or made, violate any order, writ, injunction, injunction decree, judgment, statute, rule, rule or regulation applicable to ParentAcquiror or any of its subsidiaries or to any of their respective assets, HoldCo or Merger Sub, except, except for violations which would not in the case aggregate have a Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect ability of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo Acquiror or Merger Sub of to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereby.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange ActAgreement, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the performance by Parent or Merger Sub of their obligations hereunder and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (ii) none hereby. None of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the performance by Parent or Merger Sub of their obligations hereunder and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement hereby or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the any organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) require the consent or approval of any Person or result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to an event which, with or without notice or lapse of time or both, would constitute a default) under or the loss of any third party benefit under, result in the termination of or a right of termination, cancellation, amendmenttermination or cancellation under, or acceleration) under acceleration of the performance required by, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind Contract to which Parent, HoldCo such Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their properties or assets may be bound or result in the creation of any Encumbrance, on any properties or assets of the Parent or Merger Sub, or (Ciii) subject to compliance with filing requirements as may be required under applicable securities lawsLaws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation Law applicable to Parent, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo Parent or Merger Sub or any of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s such Parent or Merger Sub’s properties or assets, except in each case under clauses (i), (ii) or (iii), where the absence of filing or authorization, conflict, violation, breach, or default would not impair or adversely effect the ability of each of Parent and Merger Sub to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) The execution and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated by this the Merger Agreement and do not (iii) none of the execution and delivery of this Agreement by each of Parentviolate, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any a breach of the organizational documents Parent, HoldCo or Merger Subof, (Bii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination of, (iv) accelerate the performance required by Parent or any of its Subsidiaries under, (v) result in a violation right of termination or breach ofacceleration under, or constitute (with or without notice or lapse of time, or bothvi) a default (or give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, or (viii) give rise to any obligation to obtain any third party right of terminationconsent or provide any notice to any Person under, cancellation, amendment, or acceleration) under any of the terms, conditions, conditions or provisions of (A) the respective charters, bylaws, partnership agreements, trust declarations, or other similar organizational instruments of Parent or any of its Subsidiaries, (B) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (C) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, commitmentlease, arrangement, understanding, partnership agreement, joint venture agreement or other instrument instrument, obligation or obligation agreement of any kind to which Parent, HoldCo Parent or Merger Sub any of its Subsidiaries is now a party or (C) subject to compliance with filing requirements as by which Parent or any of its Subsidiaries or any of their respective properties or assets may be required under applicable securities lawsbound or affected, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable except with respect to Parent, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), for matters thatsuch triggering of payments, individually Liens, encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, conflicts, breaches or in the aggregate, defaults which would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, including this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderAgreement.

Consents and Approvals; No Violation. (i) Except as may be set forth in Neither the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the ------------------------------------ execution and delivery of this Agreement by each of Parent, HoldCo the Partnership and Merger Sub, BCPOP nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Ai) conflict with or result in any breach of any provision of the organizational documents ParentPartnership Agreement or the BCPOP Partnership Agreement; (ii) require any consent, HoldCo approval, authorization or Merger Subpermit of, or filing with or notification to, any government or regulatory authority or body, except (A) pursuant to the Securities Act and the Exchange Act or the rules and requirements of any national securities exchange or the National Association of Securities Dealers, Inc., (B) the filing of (1) amendments or amendments and restatements of the certificate of limited partnership of each of the Partnership and BCPOP, and (2) the Certificate of Merger, pursuant to the Delaware Act, (C) filings under state securities laws or in connection with maintaining the good standing and qualification of the Corporation following the Effective Time, (D) filing of any premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR --- filings"), if any or (E) where the failure to obtain such consent, ------- approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on the Partnership or BCPOP; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo the Partnership or Merger Sub BCPOP is a party or (C) subject to compliance with filing requirements as by which the Partnership or BCPOP or any of their respective assets may be required under applicable securities lawsbound, except for such defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration) which in the aggregate would not have a material adverse effect on the Partnership or BCPOP; or (iv) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule, rule or regulation applicable to Parentthe Partnership or BCPOP or any of their respective properties or businesses, HoldCo except for violations (other than of orders, writs, injunctions or Merger Sub, except, decrees) which would not in the case of clauses (B) and (C), for matters that, individually aggregate have a material adverse effect on the Partnership or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderBCPOP.

Consents and Approvals; No Violation. Except for (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Securities Act and the Exchange Act, (ii) the filing and recordation of appropriate merger documents as required by the DGCL and, if applicable, the laws of other states in which the Parent or the Purchaser is qualified to do business, and (iii) filings under securities or blue sky laws or takeover statutes of the various states, no filing with, and no permit, authorization, consent, consent or approval of, any Governmental Authority public body or authority is necessary for the execution of this Agreement consummation by each of Parent, HoldCo and Merger Sub the Parent and the consummation by each of Parent, HoldCo and Merger Sub Purchaser of the transactions contemplated by this Agreement Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Parent or the Purchaser to consummate the transactions contemplated hereby or on the business or financial condition of the Parent, the Purchaser and (ii) none of the other Parent Subsidiaries taken as a whole. Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or hereby nor compliance by each of Parent, HoldCo and Merger Sub either the Parent or the Purchaser with any of the provisions of this Agreement shall hereof will (Ai) conflict with or result in any breach violation of any provision of the organizational documents Parent, HoldCo Certificate of Incorporation or Merger SubBy-Laws of the Parent or the Purchaser, (Bii) result in a violation or breach of, or constitute (a default or give rise to any right of termination, cancellation, loss of material benefits or acceleration or give to any Person any interest in or result in the creation of any Lien upon any of the properties or assets of the Parent, the Purchaser or any of the other Parent Subsidiaries, with or without notice or lapse of time, or both) a default (, under the Certificate of Incorporation or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any the By-Laws of the terms, conditions, Parent or provisions of the Purchaser or any note, bond, mortgage, indenture, license, contractbenefit plan, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which the Parent, HoldCo the Purchaser or Merger Sub any of the other Parent Subsidiaries is a party or by which any of them or any of their properties or assets is bound or (Ciii) subject to assuming the truth of the representations and warranties of the Company contained herein and their compliance with filing requirements as may be required under applicable securities lawsall agreements contained herein and assuming the due making or obtaining of all filings, permits, authorizations, consents and approvals referred to in the preceding sentence, violate any order, writ, injunction, decree, judgment, statute, rule, regulation, order, injunction, writ or regulation applicable to decree of any public body or authority by which the Parent, HoldCo the Purchaser or Merger Subany of the other Parent Subsidiaries or any of their respective assets or properties is bound, except, in excluding from the case of foregoing clauses (Bii) and (C)iii) conflicts, for matters thatviolations, breaches or defaults which, either individually or in the aggregate, would are not reasonably be expected likely to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhave a Parent Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, National City nor the consummation by each of Parent, HoldCo and Merger Sub National City of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Aa) conflict with or result in any breach of the organizational documents Parent, HoldCo any provision of its certificate of incorporation or Merger Subby-laws of National City, (Bb) result in violate, conflict with, constitute a violation default (or breach ofan event which, or constitute (with or without notice or lapse of timetime or both, would constitute a default) under, or both) a default (or give rise to any third party right of termination, cancellation, amendmentresult in the termination of, or acceleration) under accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of National City or any National City Subsidiary under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractlease, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo National City or Merger Sub any National City Subsidiary is a party or (C) subject to compliance with filing requirements as may be required under applicable securities lawswhich they or any of their respective properties or assets are subject, violate any orderexcept for such violations, writconflicts, injunctionbreaches, decreedefaults, judgmentterminations, statuteaccelerations or creations of Liens, rule, or regulation applicable which will not have nor reasonably expected to Parent, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), for matters thathave, individually or in the aggregate, would a Material Adverse Effect, or (c) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing the Delaware Certificate of Merger, (iii) filings with, and approval by, the FRB, (iv) filings with, and approvals by the OTS, (v) filings with, and approvals required under securities or blue sky Laws of the various states (vi) filings with, and approvals by, state regulatory agencies (including, but not limited to, other state bank and insurance regulatory agencies) as may be required (collectively, the “State Entities”), (vii) filings and approvals pursuant to any applicable state takeover Law, or (ix) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not have nor reasonably be expected to prevent have, individually or materially delay or impair in the consummation by Parentaggregate, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereundera Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement and the Disclosure Letter issued by the Company in connection therewith (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub such Company Shareholder and the consummation by each of Parent, HoldCo and Merger Sub such Company Shareholder of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Subsuch Company Shareholder, the consummation by each of Parent, HoldCo and Merger Sub such Company Shareholder of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub such Company Shareholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parentdocuments, HoldCo or Merger Subif applicable, of such Company Shareholder, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub such Company Shareholder is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parentsuch Company Shareholder, HoldCo or Merger Subexcept in each case under clauses (A), except, in the case of clauses (B) and (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or Merger Sub ability of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability such Company Shareholder to perform their respective such Company Shareholder’s obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth Subject to the taking ------------------------------------ of the actions described in the Merger Agreement (includingimmediately succeeding sentence, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by each of Parentdo not, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of ParentTransactions will not, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with with, or result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to any third party a right of modification, termination, cancellation, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, or acceleration) under result in the creation of any Lien upon any of the termsmaterial properties or assets of Newco under (a) the certificate of incorporation or bylaws of Newco, conditions(b) any loan or credit agreement, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, lease or other agreement, or other instrument or obligation of Permit applicable to Newco or its properties or assets, (c) any kind to which Parentjudgment, HoldCo or Merger Sub is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgmentlaw, statute, ruleordinance, rule or regulation applicable to ParentNewco or its properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses clause (Bb) and (Cc), for matters thatany such conflicts, individually violations, defaults, rights or Liens that could not reasonably be expected to (x) impair in any material respect the aggregateability of Newco to perform its obligation under this Agreement or (y) prevent or materially delay the consummation of any of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Newco in connection with the execution and delivery of this Agreement or the consummation by Newco of any of the Transactions, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL, (iv) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by Merger or would not otherwise prevent Newco from performing its obligations under this Agreement or otherwise adversely impact Parent’swhere the requirement to obtain such consent, HoldCo’s approval, authorization or Merger Sub’s ability permit, or to perform their respective obligations hereundermake such filing or notification arises from the regulatory status of the Company, including in respect of the Liquor Licenses.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo Buyer and Merger Sub and the consummation by each of Parent, HoldCo Buyer and Merger Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Buyer and Merger Sub, the consummation by each of Parent, HoldCo Buyer and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Buyer and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Buyer or Merger Sub, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Buyer or Merger Sub is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Buyer or Merger Sub, exceptexcept in each case under clauses (A), in the case of clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely effect the consummation by Parent, HoldCo or ability of each of Buyer and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, (i) no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Acquisition Sub is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Acquisition Sub, except, except in the each case of under clauses (B) i), and (Cii), for matters thatwhere the absence of such filing or authorization, individually or in the aggregateconflict, violation, breach, or default would not reasonably be expected to prevent or materially delay or impair have a material adverse effect on the consummation by Parent, HoldCo or Merger ability of each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Parent or Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Ai) conflict with or result in any breach of any provision of the organizational documents Parentrespective Certificate of Incorporation (or other similar documents) or by-laws (or other similar documents) of Parent or any of its Subsidiaries; (ii) require any consent, HoldCo approval, authorization or Merger Subpermit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent and Merger Sub are authorized to do business, (D) as may be required by any applicable state securities laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the antitrust laws of foreign countries, or (F) where the failure to obtain such consent, approval, order authorization or permit, or to make such registration, filing or notification, could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent or adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time, time or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any indenture, note, bond, mortgage, indenture, license, contractlease, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub any of its Subsidiaries is a party or (C) subject to compliance with filing requirements as by which any of their assets may be required under applicable securities lawsbound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Parent or adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (v) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.1(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentParent or any of its Subsidiaries or to any of their respective assets, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), except for matters thatviolations which, individually or in the aggregate, would could not reasonably be expected to prevent have a Material Adverse Effect on Parent or materially delay or impair adversely affect the consummation by Parent, HoldCo ability of Parent or Merger Sub of to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereby.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the The execution and delivery of this Agreement by each of Parentand the Parent Ancillary Agreements do not, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or hereby and thereby and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof and thereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to any third party a right of termination, cancellation, amendmentcancellation or acceleration of any obligation or to the loss of a material benefit under, or acceleration) under result in the creation of any lien, security interest, charge or encumbrance upon any of the termsproperties or assets of Parent or any of its Subsidiaries under: (i) subject to adoption of the Resolutions and Bye-Law Amendments as described in Section 2.3, conditions, any provision of the Memorandum of Continuance and Bye-laws of Parent or provisions the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) assuming approval by HIIC under the Shareholders Agreement and HIEC under the Management Agreement and the consent of Singapore Airlines Limited ("XXX") to IEL as previously furnished by IEL to HIIC and Parent (the "XXX Consent"), any loan or credit agreement, note, bond, mortgage, indenture, license, contract, commitment, arrangement, understandinglease, agreement, instrument, permit, concession, franchise or other instrument license applicable to Parent or obligation any of any kind to which Parent, HoldCo or Merger Sub is a party its Subsidiaries or (Ciii) subject to compliance with filing requirements assuming adoption of the Resolutions and Bye-law Amendments as may be required under applicable securities lawsdescribed in Section 2.3, violate any judgment, order, writ, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses (Bii) and (Ciii), for matters any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to prevent or have a Material Adverse Effect on Parent and would not materially delay or impair the ability of Parent or Sub to perform their respective obligations hereunder or under the Parent Ancillary Agreements or prevent the consummation by Parent, HoldCo or Merger Sub of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Parent Ancillary Agreements by Parent and Sub, or is necessary for the consummation of the Amalgamation and the other transactions contemplated by this Agreement or otherwise adversely impact Parent’sthe Parent Ancillary Agreements, HoldCo’s except: (i) for the filing with the Registrar of Companies in Bermuda of an application for consent and an application for registration of the Amalgamation and appropriate documents with the relevant authorities of other states in which IEL or Merger Sub’s any of its Subsidiaries is qualified to do business; (ii) for receipt of consent of the Minister of Finance in Bermuda and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which Parent or its Subsidiaries conducts any business or owns any property or assets; and (iii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and would not materially impair the ability of Parent or Sub to perform their respective obligations hereunderhereunder or under the Parent Ancillary Agreements or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (includingSchedule 3.4, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of neither the execution and delivery of this Agreement and the CIBBV Exchange Agreement by each of ParentC&W, HoldCo and Merger Sub, nor the consummation sale by each of Parent, HoldCo and Merger Sub C&W or Navona of the transactions contemplated by PLD Interest or the Holdings Shares pursuant to this Agreement or compliance by each of ParentAgreement, HoldCo and Merger Sub with any of the provisions of this Agreement shall will (Ai) conflict with or result in any breach of any provision of the organizational documents ParentArticles of Incorporation or Bylaws, HoldCo or Merger Subsimilar charter documents, of C&W, Navona or Holdings, (Bii) other than as may be required as a result of the identity of Buyer or any of Buyer's successors or assigns, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority to be made or obtained by C&W, Navona or Holdings, (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which ParentC&W, HoldCo Navona or Merger Sub Holdings or by which C&W, Navona or Holdings or any of their respective assets (except that no representation or warranty is made as to any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which PLD, PeterStar or Belcel, but not C&W, Navona or Holdings, is a party or (Cby which PLD, PeterStar or Belcel, but not C&W, Navona or Holdings, are bound) subject to compliance with filing requirements as may be required under applicable securities lawsbound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentC&W, HoldCo Navona or Merger Sub, except, in the case Holdings or any of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderassets (except that no representation or warranty is made as to any order, writ, injunction, decree, statute, rule or regulation applicable to PLD, PeterStar or Belcel, but not C&W, Navona or Holdings).

Consents and Approvals; No Violation. (i) Except Assuming that all consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub Section 2.3 of the transactions contemplated by this Agreement and (ii) none of Parent Letter, the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the Holding Company Merger Agreement by Parent and the Bank Merger Agreement by Parent Bank, do not, and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement or compliance by each of Parent, HoldCo Sub and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or Parent Bank will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to any third party others a right of termination, cancellation, amendmentcancellation or acceleration of any obligation under, or acceleration) under result in the loss of a benefit under, or result in the creation of any Lien upon any of the termsproperties or assets of Parent or any of its Subsidiaries under, conditionsany provision of (i) the Parent Charter, the Parent Bylaws or provisions the articles of incorporation or bylaws of Sub or Parent Bank, (ii) any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, Contract applicable to Parent or other instrument any of its Subsidiaries or obligation any of any kind to which Parent, HoldCo their respective properties or Merger Sub is a party assets or (Ciii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, Order or regulation Law applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses clause (B) and (Cii), for matters thatany such violations, defaults, rights or Liens that would not, individually or in the aggregate, would not reasonably be expected to prevent have a Material Adverse Effect on Parent or materially delay impair the ability of Parent, Sub or impair Parent Bank to perform their respective obligations hereunder or under the Holding Company Merger Agreement or the Bank Merger Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby by Parent, Sub or Parent Bank. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Entity”) is required by or with respect to Parent, Sub or Parent Bank in connection with the execution and delivery of this Agreement, the Holding Company Merger Agreement or the Bank Merger Agreement by Parent, Sub or Parent Bank or is necessary for the consummation by Parent, HoldCo Sub or Parent Bank of the Merger, the Holding Company Merger or the Bank Merger, as applicable and the other transactions contemplated by this Agreement, except for (I) the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), (III) with respect to the Merger and the Holding Company Merger, the filing of articles of merger with the Secretary of State of the State of Iowa and appropriate documents with the relevant authorities of other states in which Parent or any of its Subsidiaries is qualified to do business, (IV) with respect to the Bank Merger, the filing of the Articles of Merger with the Secretary of State of the State of Iowa and the Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which Parent Bank or any of its Subsidiaries is qualified to do business, (V) such filings, authorizations, orders and approvals as may be required by state takeover laws (the “State Takeover Approvals”), (VI) such filings as may be required in connection with the Taxes described in Section 5.7, (VII) applicable requirements, if any, under foreign or multinational Laws relating to antitrust and to competition clearances and (VIII) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent or materially impair the ability of Parent, Sub or Parent Bank to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by this Agreement Parent, Sub or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderParent Bank.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement and in the DigitalGlobe Disclosure Schedules thereto (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement or the Merger Agreement by each of Parent, HoldCo and Merger Sub DigitalGlobe and the consummation by each of Parent, HoldCo and Merger Sub DigitalGlobe of the transactions contemplated by this Agreement or the Merger Agreement, and (iib) none of the execution and delivery of this Agreement or the Merger Agreement by each of Parent, HoldCo and Merger SubDigitalGlobe, the consummation by each of Parent, HoldCo and Merger Sub DigitalGlobe of the transactions contemplated by this Agreement or the Merger Agreement or compliance by each of Parent, HoldCo and Merger Sub DigitalGlobe with any of the provisions of this Agreement or the Merger Agreement shall (Ax) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subof DigitalGlobe, (By) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub DigitalGlobe is a party party, or (Cz) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to ParentDigitalGlobe, HoldCo or Merger Sub, except, in the case of except under clauses (B) and (Cx), for matters that(y) or (z), individually where the absence of filing or in the aggregateauthorization, conflict, violation, breach, or default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or Merger Sub ability of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability DigitalGlobe to perform their respective its obligations hereunderhereunder or under the Merger Agreement.

Consents and Approvals; No Violation. Except for the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx xxx the rules and regulations thereunder (i) Except as may be set forth in the Merger Agreement (including"HSR Act"), without limitationto the knowledge of each of the Seller, filings as may be required under the Parent and MTI, respectively, there is no requirement applicable securities laws) and to the Seller, the Parent or MTI to make any filing required under the Exchange Act, no filing with, and no or to obtain any permit, authorization, consent, consent or approval of, any Governmental Authority is necessary for governmental or regulatory authority as a condition to (i) the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the lawful consummation by each of Parentthe Seller, HoldCo and Merger Sub the Parent or MTI of the transactions contemplated by this Agreement and or (ii) none the lawful consummation by the Parent of the transactions contemplated by the Indemnification Agreement. Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement by each the Seller, the Parent and MTI (and of the Indemnification Agreement by the Parent, HoldCo and Merger Sub, ) nor the consummation by each the Seller, the Parent and MTI of Parent, HoldCo the transactions contemplated hereby (and Merger Sub by the Parent of the transactions contemplated by this Agreement or the Indemnification Agreement) nor compliance by each the Seller, the Parent and MTI with any of Parent, HoldCo the provisions hereof (and Merger Sub by the Parent with any of the provisions of this Agreement shall the Indemnification Agreement) will (Ai) conflict with or result in any breach of the organizational documents ParentCertificate of Incorporation or By-laws of the Seller or MTI, HoldCo or Merger Subas the case may be, (Bii) to the knowledge of the Seller, the Parent or MTI result in a violation breach of or breach ofdefault, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellationcancellation or acceleration under, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, lease or other similar instrument or obligation of any kind to which Parent, HoldCo the Seller the Parent or Merger Sub MTI is a party or by which any of its properties or assets may be bound, except for such breaches or defaults (Cor, rights of termination cancellation or acceleration) subject as to which requisite waivers or consents have been obtained, or (iii) assuming compliance with filing requirements as may be required under applicable securities lawsthe HSR Act, to the knowledge of the Seller and MTI, violate any material order, judgment, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parentthe Seller, HoldCo the Parent MTI, the Business or Merger Subany of the Assets, except, in excluding from the case of foregoing clauses (Bii) and (C)iii) such breaches, for matters thatdefaults, individually rights of termination, cancellation or in the aggregate, acceleration and violations which would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhave a Business Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, and except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub Section 2.3 of the transactions contemplated letter dated the date hereof and delivered on the date hereof by Parent to the Company, which letter relates to this Agreement and is designated therein as the Parent Letter (ii) none of the "Parent Letter"), the execution and delivery of this Agreement by each of Parent, HoldCo and Merger SubAgreement, the Stock Option Agreement and the Shareholder Agreement do not, and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or hereby and thereby and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof and thereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to any third party others a right of termination, cancellation, amendmentcancellation or acceleration of any obligation or result in the loss of a material benefit under, or acceleration) under result in the creation of any lien, security interest, charge or encumbrance upon any of the termsproperties or assets of Parent or any of its Subsidiaries under, conditionsany provision of (i) the Certificate of Incorporation or the By-Laws of Parent, each as amended to date, (ii) any provision of the comparable charter or provisions organization documents of any of Parent's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, lease or other agreement, instrument, permit, concession, franchise or other instrument license applicable to Parent or obligation any of any kind to which Parent, HoldCo or Merger Sub is a party its Subsidiaries or (Civ) subject to compliance with filing requirements as may be required under applicable securities lawsany judgment, violate any order, writ, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses (B) and (Cii), for matters (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to prevent or have a Material Adverse Effect on Parent, materially delay or impair the ability of Parent or Sub to perform their respective obligations hereunder or under the Stock Option Agreement or the Shareholder Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by Parentor with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement, HoldCo the Stock Option Agreement or the Shareholder Agreement by Parent or Sub or is necessary for the consummation of the Merger Sub and the other transactions contemplated by this Agreement, the Stock Option Agreement or the Shareholder Agreement, except for (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Articles of Merger with the Secretary of State of the State of Wisconsin and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, the Stock Option Agreement or otherwise adversely impact the Shareholder Agreement, (iv) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals"), (v) such filings as may be required in connection with the taxes described in Section 5.10, (vi) applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and the NYSE, (vii) as may be required under foreign laws and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent’s, HoldCo’s materially impair the ability of Parent or Merger Sub’s ability Sub to perform their respective its obligations hereunderhereunder or under the Stock Option Agreement or the Shareholder Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. (i) Except as may be set forth Subject to obtaining the Parent Stockholder Approval and the taking of the actions described in the Merger Agreement (includingimmediately succeeding sentence, without limitationthe execution, filings as may be required under applicable securities laws) delivery and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution performance of this Agreement by each of Parentdo not, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by hereby and compliance with the provisions of this Agreement and will not, conflict with, or result in any material violation of, or default (with or without notice or lapse to time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or material assets of the Parent or any of its subsidiaries under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to, (i) the certificate of incorporation or bylaws of the Parent or the comparable charter or organizational documents of any of its subsidiaries, (ii) none except as set forth in Section 3.7 of the Parent Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, license or other agreement, instrument, contract or Permit applicable to the Parent or any of its subsidiaries or their respective properties or assets, (iii) any judgment, order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to the Parent or any of its subsidiaries or their respective properties or assets or (iv) any licenses to which the Parent or any of its subsidiaries is a party, other than, in each such case, any such conflicts, violations, defaults, rights, Liens, losses of a material benefit, consents or notices that have not and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth in Section 3.7 of the Parent Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other third party is required by the Parent or any of its subsidiaries in connection with the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the Parent or the consummation by each of Parent, HoldCo and Merger Sub the Parent of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by this Agreement or compliance the Parent under the HSR Act, (ii) the filing with the SEC of (x) the Registration Statement and the Proxy Statement relating to the approval by each of the Company's and the Parent, HoldCo and Merger Sub with any of the provisions 's respective stockholders of this Agreement shall and (Ay) conflict with or result in any breach such reports under Section 13(a) of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub is a party or (C) subject to compliance with filing requirements Exchange Act as may be required under applicable securities lawsin connection with this Agreement and the transactions contemplated hereby, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable (iii) the filing of the Certificate of Merger pursuant to Parent, HoldCo or Merger Sub, except, in the case of clauses (B) DGCL and (C)iv) such other consents, for matters thatapprovals, individually orders, authorizations, registrations, declarations and filings the failure of which to be obtained or in the aggregate, made has not had and would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhave a Parent Material Adverse Effect.

Consents and Approvals; No Violation. Except for the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx xxx xxe rules and regulations thereunder (i) Except as may be set forth in the Merger Agreement (including"HSR Act"), without limitationto the knowledge of each of the Seller, filings as may be required under the Parent and MTI, respectively, there is no requirement applicable securities laws) and to the Seller, the Parent or MTI to make any filing required under the Exchange Act, no filing with, and no or to obtain any permit, authorization, consent, consent or approval of, any Governmental Authority is necessary for governmental or regulatory authority as a condition to (i) the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the lawful consummation by each of Parentthe Seller, HoldCo and Merger Sub the Parent or MTI of the transactions contemplated by this Agreement and or (ii) none the lawful consummation by the Parent of the transactions contemplated by the Indemnification Agreement. Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement by each the Seller, the Parent and MTI (and of the Indemnification Agreement by the Parent, HoldCo and Merger Sub, ) nor the consummation by each the Seller, the Parent and MTI of Parent, HoldCo the transactions contemplated hereby (and Merger Sub by the Parent of the transactions contemplated by this Agreement or the Indemnification Agreement) nor compliance by each the Seller, the Parent and MTI with any of Parent, HoldCo the provisions hereof (and Merger Sub by the Parent with any of the provisions of this Agreement shall the Indemnification Agreement) will (Ai) conflict with or result in any breach of the organizational documents ParentCertificate of Incorporation or By-laws of the Seller or MTI, HoldCo or Merger Subas the case may be, (Bii) to the knowledge of the Seller, the Parent or MTI result in a violation breach of or breach ofdefault, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellationcancellation or acceleration under, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, lease or other similar instrument or obligation of any kind to which Parent, HoldCo the Seller the Parent or Merger Sub MTI is a party or by which any of its properties or assets may be bound, except for such breaches or defaults (Cor, rights of termination cancellation or acceleration) subject as to which requisite waivers or consents have been obtained, or (iii) assuming compliance with filing requirements as may be required under applicable securities lawsthe HSR Act, to the knowledge of the Seller and MTI, violate any material order, judgment, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parentthe Seller, HoldCo the Parent MTI, the Business or Merger Subany of the Assets, except, in excluding from the case of foregoing clauses (Bii) and (C)iii) such breaches, for matters thatdefaults, individually rights of termination, cancellation or in the aggregate, acceleration and violations which would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhave a Business Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except This Agreement, the Escrow Agreement, the Employment Agreements and the Incentive Compensation Agreement each constitute, or when executed and delivered will each constitute, the valid and binding agreements of SBI and the Acquisition Sub, as the case may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing withbe, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement Acquisition Sub with respect to the Employment Agreements, enforceable in accordance with its terms, and (ii) none of neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger SubAgreement, the Escrow Agreement, and the Incentive Compensation Agreement nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby and thereby do or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall will (Ai) conflict with or result in any a breach of any provision of the organizational documents ParentArticles of Incorporation or Bylaws of SBI, HoldCo or Merger Sub, the operating agreement of the Acquisition Sub (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 third party right of termination, cancellation, amendment, cancellation or acceleration) under under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo SBI or Merger the Acquisition Sub is a party party, as the case may be, or by which any of their respective properties or assets may be bound or (Ciii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent, HoldCo SBI or Merger the Acquisition Sub, exceptor any of their respective properties or assets. Except as set forth in Schedule 6.3, no permit, authorization, consent or approval of, any court or other adjudicatory body, administrative agency or commission or other governmental or regulatory authority or agency ("Governmental Entity") is required in connection with the case execution, delivery or performance by SBI of clauses (B) and (C)this Agreement, for matters thatthe Escrow Agreement, individually or the Incentive Compensation Agreement or in connection with the aggregateexecution, would not reasonably be expected to prevent delivery or materially delay performance by the Acquisition Sub of the Employment Agreements, or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement hereby or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderthereby.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the The execution and delivery of this Agreement and the Shareholder Agreements and Triton Voting Agreements by each of ParentTriton, HoldCo Holdco, Bermuda Sub and Merger Delaware Sub, as the case may be, does not, and the performance by Triton, Holdco, Bermuda Sub and Delaware Sub of this Agreement and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parenthereby will not, HoldCo and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach violation of the organizational governing documents Parentof Triton, HoldCo or Merger Holdco, Bermuda Sub and Delaware Sub, (Bii) assuming compliance with Section 5.7(b), conflict with or violate any Law or Order applicable to Triton, Holdco, Bermuda Sub, Delaware Sub and any of their Subsidiaries or (iii) result in a violation or any breach of, or constitute a default (or an event that with or without notice or lapse of timetime or both would constitute a default) under, or result in the creation of any Lien (other than a Permitted Lien) upon any property or assets of Triton, Holdco, Bermuda Sub, Delaware Sub or any of their Subsidiaries pursuant to, or result in the amendment, termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument right or obligation of Triton, Holdco, Bermuda Sub, Delaware Sub or any kind of their Subsidiaries under, any Contract to which ParentTriton, HoldCo or Merger Holdco, Bermuda Sub, Delaware Sub and any of their Subsidiaries is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo or Merger Subparty, except, in the case of clauses (Bii) and (Ciii), for matters thatsuch conflicts, violations, breaches or defaults that have not had, and would not be reasonably expected to have, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereundera Triton Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of ParentRepublic, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub Republic of the transactions contemplated by this Agreement or hereby, nor compliance by each of Parent, HoldCo and Merger Sub Republic with any of the provisions of this Agreement shall hereof, will (Aa) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subany provision of its First Amended and Restated Certificate of Incorporation, (Bb) result in violate, conflict with, constitute a violation default (or breach ofan event which, or constitute (with or without notice or lapse of timetime or both, would constitute a default) under, or both) result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any third party right of termination, cancellation, amendmenttermination or acceleration of, or accelerationresult in the creation of any lien, upon any of the properties or assets of Republic or any of its subsidiaries (the "Republic Subsidiaries") under any of the terms, conditions, conditions or provisions of any notecontract or lien, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Republic or Merger Sub any Republic Subsidiary is a party or (C) subject to compliance with filing requirements as which they or any of their respective properties or assets may be required under applicable securities lawssubject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a Material Adverse Effect on Republic, (c) violate any judgment, ruling, order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentRepublic or any Republic Subsidiary or any of their respective properties or assets, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), except for matters thatsuch violations which, individually or in the aggregate, would will not reasonably be expected have a Material Adverse Effect on Republic, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority except (i) pursuant to prevent the Exchange Act and the Securities Act, (ii) filings required under the securities or materially delay blue sky laws of the various states, (iii) filings required under the HSR, (iv) consents, approvals, authorizations, permits, filings or impair notifications which have either been obtained or made prior to the consummation by ParentClosing or which, HoldCo if not obtained or Merger Sub of made, will neither individually or in the aggregate, have a Material Adverse Effect on Republic nor restrict Republic's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby, or (v) any filings required to be made by this Agreement the Company or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderthe Shareholders.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities lawsSection 5.2(e) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Parent Disclosure Schedule, neither the execution and delivery of this Agreement by each of Parent, HoldCo and Parent or Merger Sub, Sub nor the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Ai) conflict with or result in any breach of any provision of the organizational documents Parent, HoldCo or respective Certificate of Incorporation and the respective By-Laws of Parent and Merger Sub; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (D) as may be required by any applicable state securities or takeover laws, (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (F) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country, (G) filings with, and approval of, the NYSE or, (H) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby; (iii) 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 third party right of termination, cancellation, amendment, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub is a party any of its subsidiaries or (C) subject to compliance with filing requirements as any of their assets may be required under applicable securities lawsbound, violate any orderexcept for such violations, writbreaches and defaults (or rights of termination, injunction, decree, judgment, statute, rulecancellation, or regulation applicable acceleration or lien or other charge or encumbrance) as to Parentwhich requisite waivers or consents have been obtained or which, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent have a Material Adverse Effect or materially delay or impair adversely affect the consummation by Parent, HoldCo or ability of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunder.consummate 16

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the The execution and delivery of this Agreement by each of Parent, HoldCo the Parent or the Sub and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will not (Ai) conflict with or result in any breach of any provision of the organizational documents respective Certificates of Incorporation or Bylaws (or other similar governing documents) of the Parent, HoldCo the Sub or Merger Subany of their subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the HSR Act, (B) pursuant to the Exchange Act, (C) the filing of a certificate of merger pursuant to the DGCL, (D) any applicable filings under state securities, blue sky or "takeover" laws, (E) consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, (F) filings, notices, consents, authorizations and approvals as may be required by local, state and federal regulatory agencies, commissions, boards or public authorities with jurisdiction over health care facilities and providers or (G) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have an adverse effect on the financial condition, business or results of operation of the Parent or the Sub and their subsidiaries which is material to the Parent and its subsidiaries taken as a whole or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby, (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo the Parent or Merger the Sub or any of their subsidiaries is a party or (C) subject to compliance with filing requirements as by which any of its subsidiaries or any of their respective assets may be required under applicable securities lawsbound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have an adverse effect on the financial condition, business or results of operations of the Parent or the Sub and their subsidiaries which is material to the Parent and its subsidiaries taken as a whole or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Parent or the Sub or any of their subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to the Parent, HoldCo the Sub or Merger Subany of their subsidiaries or any of their respective assets, except, except for violations which would not in the case aggregate have an adverse effect on the financial condition, business or results of clauses (B) operations of the Parent or the Sub and (C), for matters that, individually their subsidiaries which is material to the Parent and its subsidiaries taken as a whole or in has a material adverse effect on the aggregate, would not reasonably be expected ability of the Parent or the Sub to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereby.

Consents and Approvals; No Violation. (ia) Except as may be set forth in on Section 5.3(a) of the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing withSeller Disclosure Schedules, and no permitsubject to obtaining the Required Approvals, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of neither the execution and delivery of this Agreement or any Ancillary Agreement by each the Seller or National Grid NE nor the sale of Parent, HoldCo and Merger Sub, the Shares pursuant to this Agreement nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement thereby shall (Ai) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other organizational documents Parentof the Seller, HoldCo National Grid NE or Merger Subthe Company; (ii) violate any Law, Permit or Governmental Order applicable to the Seller, National Grid NE or the Company, which violation would have a Material Adverse Effect or materially impair or delay the ability of Seller or National Grid NE to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby; or (Biii) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation or acceleration) or require any consent or notice under any of the terms, conditions, conditions or provisions of any noteCompany Agreement or Permit, bondexcept for such defaults (or rights of termination, mortgagecancellation or acceleration) which would not, indenture, license, contract, commitment, arrangement, understanding, agreement, and such consents and notices the failure to receive or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), for matters thatgive would not, individually or in the aggregate, would not reasonably be expected to prevent have a Material Adverse Effect or materially impair or delay the ability of Seller or impair the consummation by Parent, HoldCo National Grid NE to perform its obligations under this Agreement or Merger Sub of any Ancillary Agreement or to consummate the transactions contemplated by this Agreement hereby or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderthereby.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement and in the other schedules, exhibits or attachments thereto (including, without limitation, filings as may be required under applicable securities laws) and any filing filings required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement or the Merger Agreement by each of Parent, HoldCo and Merger Sub DigitalGlobe and the consummation by each of Parent, HoldCo and Merger Sub DigitalGlobe of the transactions contemplated by this Agreement or the Merger Agreement, and (iib) none of the execution and delivery of this Agreement or the Merger Agreement by each of Parent, HoldCo and Merger SubDigitalGlobe, the consummation by each of Parent, HoldCo and Merger Sub DigitalGlobe of the transactions contemplated by this Agreement or the Merger Agreement or compliance by each of Parent, HoldCo and Merger Sub DigitalGlobe with any of the provisions of this Agreement or the Merger Agreement shall (Ax) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subof DigitalGlobe, (By) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub DigitalGlobe is a party party, or (Cz) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to ParentDigitalGlobe, HoldCo or Merger Sub, except, in the case of except under clauses (B) and (Cx), for matters that(y) or (z), individually where the absence of filing or in the aggregateauthorization, conflict, violation, breach, or default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or Merger Sub ability of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability DigitalGlobe to perform their respective its obligations hereunderhereunder or under the Merger Agreement.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Acquisition Sub is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Acquisition Sub, except, except in the each case of under clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely effect the consummation by Parent, HoldCo or Merger ability of each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their its respective obligations hereunder.

Consents and Approvals; No Violation. Except for the applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (i) Except as may be set forth in the Merger Agreement (including"HSR Act"), without limitationto the knowledge of each of the Seller, filings as may be required under the Parent and MTI, respectively, there is no requirement applicable securities laws) and to the Seller, the Parent or MTI to make any filing required under the Exchange Act, no filing with, and no or to obtain any permit, authorization, consent, consent or approval of, any Governmental Authority is necessary for governmental or regulatory authority as a condition to (i) the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the lawful consummation by each of Parentthe Seller, HoldCo and Merger Sub the Parent or MTI of the transactions contemplated by this Agreement and or (ii) none the lawful consummation by the Parent of the transactions contemplated by the Indemnification Agreement. Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement by each the Seller, the Parent and MTI (and of the Indemnification Agreement by the Parent, HoldCo and Merger Sub, ) nor the consummation by each the Seller, the Parent and MTI of Parent, HoldCo the transactions contemplated hereby (and Merger Sub by the Parent of the transactions contemplated by this Agreement or the Indemnification Agreement) nor compliance by each the Seller, the Parent and MTI with any of Parent, HoldCo the provisions hereof (and Merger Sub by the Parent with any of the provisions of this Agreement shall the Indemnification Agreement) will (Ai) conflict with or result in any breach of the organizational documents ParentCertificate of Incorporation or By-laws of the Seller or MTI, HoldCo or Merger Subas the case may be, (Bii) to the knowledge of the Seller, the Parent or MTI result in a violation breach of or breach ofdefault, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellationcancellation or acceleration under, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, lease or other similar instrument or obligation of any kind to which Parent, HoldCo the Seller the Parent or Merger Sub MTI is a party or by which any of its properties or assets may be bound, except for such breaches or defaults (Cor, rights of termination cancellation or acceleration) subject as to which requisite waivers or consents have been obtained, or (iii) assuming compliance with filing requirements as may be required under applicable securities lawsthe HSR Act, to the knowledge of the Seller and MTI, violate any material order, judgment, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parentthe Seller, HoldCo the Parent MTI, the Business or Merger Subany of the Assets, except, in excluding from the case of foregoing clauses (Bii) and (C)iii) such breaches, for matters thatdefaults, individually rights of termination, cancellation or in the aggregate, acceleration and violations which would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhave a Business Material Adverse Effect.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of ParentRepublic, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub Republic of the transactions contemplated by this Agreement or hereby, nor compliance by each of Parent, HoldCo and Merger Sub Republic with any of the provisions of this Agreement shall hereof will (Aa) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subany provision of its First Amended and Restated Certificate of Incorporation, (Bb) result in violate, conflict with, constitute a violation default (or breach ofan event which, or constitute (with or without notice or lapse of timetime or both, would constitute a default) under, or both) result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any third party right of termination, cancellation, amendmenttermination or acceleration of, or accelerationresult in the creation of any lien, upon any of the properties or assets of Republic or any of its subsidiaries (the "Republic Subsidiaries") under any of the terms, conditions, conditions or provisions of any notecontract or lien, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Republic or Merger Sub any Republic Subsidiary is a party or (C) subject to compliance with filing requirements as which they or any of their respective properties or assets may be required under applicable securities lawssubject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a Material Adverse Effect on Republic, (c) violate any judgment, ruling, order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentRepublic or any Republic subsidiary or any of their respective properties or assets, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), except for matters thatsuch violations which, individually or in the aggregate, would will not reasonably be expected have a Material Adverse Effect on Republic, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority except (i) pursuant to prevent the Exchange Act and the Securities Act, (ii) filings required under the securities or materially delay blue sky laws of the various states, (iii) filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iv) consents, approvals, authorizations, permits, filings or impair notifications which have either been obtained or made prior to the consummation by ParentClosing or which, HoldCo if not obtained or Merger Sub of made, will neither, individually or in the aggregate, have a Material Adverse Effect on Republic nor restrict Republic's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby, or (v) any filings required to be made by this Agreement the Fennxxx Xxxpanies or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderthe Shareholders.

Consents and Approvals; No Violation. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (i) Except as may be set forth in the Merger Agreement (including"HSR Act"), without limitation, filings as may be required under there is no requirement applicable securities laws) and to Seller or the Company to make any filing required under the Exchange Act, no filing with, and no or to obtain any permit, authorization, consent, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local domestic or foreign (a "Governmental Authority is necessary for Entity") as a condition to the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the lawful consummation by each of Parent, HoldCo and Merger Sub Seller of the transactions contemplated by this Agreement Agreement, except where the failure to make any such filing or obtain any such permit, authorization, consent or approval would not have a Material Adverse Effect. Except as set forth in Section of the Disclosure Schedule and (ii) none except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement by each of ParentSeller, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub Seller of the transactions contemplated by this Agreement or hereby, nor compliance by each of Parent, HoldCo and Merger Sub Seller with any of the provisions of this Agreement shall hereof will (Ai) conflict with or result in any breach of any provision of the organizational documents Parentcertificate of incorporation or bylaws of Seller, HoldCo Flavors or Merger Subthe Company, (Bii) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under (or give rise to any third party right of termination, cancellationcancellation or acceleration under), amendment, or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, lease or other instrument or obligation of any kind to which ParentSeller, HoldCo the Company or Merger Sub any Subsidiary is a party party, or by which any of their respective businesses, properties or assets may be bound, except for such breaches or defaults (or rights of termination, cancellation or acceleration) set forth in Section of the Disclosure Schedule as to which requisite waivers or consents have been obtained or will be obtained prior to the Closing Date, or (Ciii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, judgment, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentSeller, HoldCo the Company or Merger Subthe Company's assets or properties of the Company or any Subsidiary, except, in the case of clauses (B) and (C), except for matters that, individually or in the aggregate, such violations which would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunder.have a Material Adverse

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, Acquisition Sub nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Ai) conflict with or result in any breach of any provision of the organizational documents Parentrespective Certificates of Incorporation or Bylaws of Parent or Acquisition Sub, HoldCo (ii) require any consent, approval, order, authorization or Merger permit of, or registration, declaration or filing with or notification to, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity") by Parent or Acquisition Sub, except (A) the filing of a premerger notification and report form by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "H-S- R Act"), (B) pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, (C) the filing of the Certificate of Merger pursuant to the DGCL, (D) such consents, approvals, orders, authorizations, registrations and declarations as may be required under the law of any foreign country in which the Parent or any of its subsidiaries conducts any business or owns any assets, (F) such filings and approvals as may be required under the "blue sky", takeover or securities laws of various states, or (G) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not prevent or delay consummation of the Offer or the Merger or would not otherwise prevent Parent from performing its obligations under this Agreement; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub any of its subsidiaries is a party or (C) subject to compliance with filing requirements as by which Parent or any of its subsidiaries or any of their respective assets may be required under applicable securities lawsbound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not result in a material adverse effect on Parent; or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent, HoldCo any of its subsidiaries or Merger Subany of their respective assets, except, except for violations which in the case of clauses (B) and (C), for matters that, individually or in the aggregate, aggregate would not reasonably be expected to prevent or materially delay or impair the consummation by result in a material adverse effect on Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunder.

Consents and Approvals; No Violation. (i) Except for regulatory approvals that Melrose will need to receive in connection with its acquisition of the Company as may will be set forth specified in the Merger Agreement Tender Offer Statement in Schedule TO (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority governmental entity is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub Melrose and the consummation by each of ParentMelrose and / or the Tender Subsidiary, HoldCo and Merger Sub as the case may be, of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger SubMelrose, the consummation by each of Parent, HoldCo and Merger Sub Melrose of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub Melrose with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subof Melrose, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub Melrose is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to ParentMelrose, HoldCo or Merger Subexcept in each case under clauses (A), except, in the case of clauses (B) and or (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or Merger Sub ability of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability Melrose to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of ParentRepublic, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub Republic of the transactions contemplated by this Agreement or hereby, nor compliance by each of Parent, HoldCo and Merger Sub Republic with any of the provisions of this Agreement shall hereof will (Aa) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Subany provision of its First Amended and Restated Certificate of Incorporation, (Bb) result in violate, conflict with, constitute a violation default (or breach ofan event which, or constitute (with or without notice or lapse of timetime or both, would constitute a default) under, or both) result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any third party right of termination, cancellation, amendmenttermination or acceleration of, or accelerationresult in the creation of any lien, upon any of the properties or assets of Republic or any of its subsidiaries (the "Republic Subsidiaries") under any of the terms, conditions, conditions or provisions of any notecontract or lien, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent, HoldCo Republic or Merger Sub any Republic Subsidiary is a party or (C) subject to compliance with filing requirements as which they or any of their respective properties or assets may be required under applicable securities lawssubject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a Material Adverse Effect on Republic, (c) violate any judgment, ruling, order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentRepublic or any Republic subsidiary or any of their respective properties or assets, HoldCo or Merger Sub, except, in the case of clauses (B) and (C), except for matters thatsuch violations which, individually or in the aggregate, would will not reasonably be expected have a Material Adverse Effect on Republic, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority except (i) pursuant to prevent the Exchange Act and the Securities Act, (ii) filings required under the securities or materially delay blue sky laws of the various states, (iii) filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iv) consents, approvals, authorizations, permits, filings or impair notifications which have either been obtained or made prior to the consummation by ParentClosing or which, HoldCo if not obtained or Merger Sub of made, will neither, individually or in the aggregate, have a Material Adverse Effect on Republic nor restrict Republic's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby, or (v) any filings required to be made by this Agreement the Company or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderthe Company Shareholders.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, Parent or Purchaser nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall hereby will (Aa) conflict with or result in any breach of any provision of the organizational documents Parent, HoldCo respective certificate of incorporation or Merger Subbylaws (or other similar governing documents) of Parent or Purchaser, (Bb) result in a violation require any consent, approval, authorization or breach permit of, or constitute (filing with or without notice notification to, any Governmental Entity, except (i) as may be required under the Securities Act, the Exchange Act, the Corporation Law and the "takeover," "blue sky" or lapse securities laws of timeany state or (ii) where the failure to obtain such consent, approval, authorization or permit, or bothto make such filing or notification, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby, (c) require any consent, waiver or approval or result in a default (or give rise to any third party right of termination, cancellation, amendment, modification or acceleration) under any of the terms, conditions, conditions or provisions of any note, bondlicense, mortgage, indenture, licenseagreement, contract, commitment, arrangement, understanding, agreement, indenture or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub Purchaser or any of their respective Subsidiaries is a party or (C) subject to compliance with filing requirements as by which Parent or any of its Subsidiaries or any of their respective assets may be required under applicable securities lawsbound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby or (d) violate any orderorder (including one issued by an arbitrator), writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent, HoldCo Purchaser or Merger Subany of their respective Subsidiaries or by which any of their respective assets are bound, except, in the case of clauses (B) and (C), except for matters thatviolations which could not, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair have a material adverse effect on the consummation by Parent, HoldCo or Merger Sub ability of the parties hereto to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereby.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, including filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (iib) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a material default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind material Contract to which Parent, HoldCo Parent or Merger Sub is a party or (Ciii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo Parent or Merger Sub, except, except in the each case of under clauses (Bii) and or (Ciii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (i) Except Assuming that all consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, and except as may be set forth in Section 2.3 of the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) letter dated and any filing required under delivered to the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for Company on the execution date of this Agreement by each of ParentAgreement, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by which letter relates to this Agreement and is designated the Parent Letter (ii) none of the “Parent Letter”), the execution and delivery of this Agreement by each of Parentdoes not, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or Transactions and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (or give rise to under any third party right of termination, cancellation, amendmentprovision of, or acceleration) under the acceleration of any of the terms, conditionsobligation under, or provisions the termination or material alteration of (a) the Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease, license, contractinstrument, commitmentpermit, arrangementconcession, understanding, agreement, franchise or other instrument agreement applicable to Parent or obligation any of any kind to which Parent, HoldCo or Merger Sub is a party its Subsidiaries or (Cc) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation Law applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses (Bb) and or (Cc), for matters thatany such violations, defaults, rights, liens, security interests, charges or encumbrances that would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to prevent or a Material Adverse Effect on Parent, materially delay or impair the consummation by Parent, HoldCo ability of Parent or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunder.hereunder or prevent the consummation of any of the Transactions. The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the Transactions require no action by or in respect of, or filing with, any domestic (federal or state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a

Consents and Approvals; No Violation. (i) Except as may be set forth in Section 2.4 of the Merger Agreement Disclosure Schedule and except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (includingthe "HSR Act"), without limitation, filings as may be required under there is no requirement applicable securities laws) and to Seller or the Company to make any filing required under the Exchange Act, no filing with, and no or to obtain any permit, authorization, consent, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local, domestic or foreign (a "Governmental Authority is necessary for Entity") or any other Person in connection with the execution execution, delivery, or performance of this Agreement by each of Parent, HoldCo and Merger Sub and or any Operative Agreement or as a condition to the lawful consummation by each of Parent, HoldCo and Merger Sub Seller or the Company of the transactions contemplated by in this Agreement or any Operative Agreement to which Seller or the Company is a party. For purposes of this Agreement, the "Operative Agreements" shall consist of the Escrow Agreement, the Installment Note, the Stock Option Agreements, the Non- Competition Agreement provided for in Section 5.16 hereof, the employment agreements provided for in Section 5.17 hereof, the General Releases provided for in Section 5.20 hereof, the Warranty Deed provided for in Section 1.7 hereof, and (ii) none any other agreement entered into in connection with the foregoing or this Agreement. Except as set forth in Section 2.4 of the Disclosure Schedule and except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement, or any Operative Agreement to which Seller or the Company is a party, by each of ParentSeller or the Company, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub Seller or the Company of the transactions contemplated by this Agreement herein or therein, nor compliance by each of Parent, HoldCo and Merger Sub Seller or the Company with any of the provisions of this Agreement shall hereof or thereof will (Ai) conflict with or result in any breach of any provision of the organizational documents Parent, HoldCo articles of incorporation or Merger Subbylaws of the Company, (Bii) (A) conflict with or result in a violation or breach of, or (B) constitute (with or without the giving of notice or lapse passage of time, time or both) a default under, (C) require any Seller or the Company to obtain any consent, approval or action of, make any filing with or give rise any notice to any third party Person as a result or under the terms of, (D) result in or give to any Person any right of termination, cancellation, amendmentacceleration or modification in or with respect to, (E) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or acceleration(F) result in the creation or imposition of any Encumbrance upon Seller, the Company or any of their respective assets and properties, under or in respect of any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, other evidence of Indebtedness, license, contractagreement (whether written or oral), commitmentlease, arrangementcommitment (whether written or oral), understanding, agreement, Contract or other instrument or obligation to which Seller or the Company is a party, or by which any of their respective businesses, properties or assets may be bound; or (iii) conflict with or violate any Law or Order of any kind to which Parent, HoldCo or Merger Sub is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation Governmental Entity applicable to ParentSeller, HoldCo the Company or Merger Subtheir respective assets or properties. Except as set forth and described in Section 2.4 or 2.15 of the Disclosure Schedule, exceptno consent is required to be obtained or notice provided under any Contract listed on Schedule 2.15 of the Disclosure Schedule. There is no Proceeding pending or, in to the case Knowledge of clauses (B) Seller, threatened against the Company, Seller or any of their respective assets and (C), for matters that, individually or in the aggregate, would not reasonably be expected properties that seeks to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement herein or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderin any Operative Agreement.

Consents and Approvals; No Violation. (i) Except as may be set forth Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in the Merger Agreement (includingthis Section ------- 2.3 have been obtained and all filings and obligations described in this Section --- ------- 2.3 have been made, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by each of Parent and --- Sub, and the Parent Ancillary Agreements by Parent, HoldCo do not, and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or hereby and thereby and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof and thereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to any third party others a right of termination, cancellation, amendmentcancellation or acceleration of any obligation or the loss of a material benefit under, or acceleration) under result in the creation of any lien, security interest, charge or encumbrance upon any of the termsproperties or assets of the Parent or Sub, conditionsany provision of (i) the Parent or Sub's Articles of Incorporation or the Parent or Sub's Bylaws, (ii) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, licenseguaranty, contract, commitment, arrangement, understanding, lease or other agreement, instrument, permit, concession, franchise or other instrument license applicable to the Parent or obligation Sub or any of their respective properties or assets, (iii) any kind to which Parentjudgment, HoldCo or Merger Sub is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writdecree, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to Parentthe Parent or Sub or any of their respective properties or assets. No filing or registration with, HoldCo or Merger Subauthorization, exceptconsent or approval of, any Governmental Entity is required by or with respect to the Parent or Sub in connection with the case execution and delivery of clauses (B) and (C), this Agreement or the Parent Ancillary Agreements by the Parent or Sub or is necessary for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the Merger and the other transactions contemplated by this Agreement or otherwise adversely impact Parent’sthe Parent Ancillary Agreements, HoldCo’s except for the filing of the Statement of Merger with the Secretary of State of the State of Colorado, appropriate documents with the relevant authorities of other states in which the Company or Merger Sub’s ability any of its Subsidiaries is qualified to perform their respective obligations hereunderdo business, and appropriate filings with the SEC.

Consents and Approvals; No Violation. Except for applicable requirements of the Securities Act of 1933, as amended (i) Except the "Securities Act"), and the Securities Exchange Act of 1934, as may be set forth in amended (the Merger Agreement (including, without limitation"Exchange Act"), filings with various state blue sky authorities and filing and recordation of appropriate merger documents as may be required under applicable securities laws) by the DGCL and any filing required under the Exchange Actcorporate law of the other states in which the Constituent Corporations are qualified to do business, no filing withwith or notice to, and no permit, authorization, consent, consent or approval of, any Governmental Authority public body or authority, the absence of which could be reasonably expected to, either individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of ISP and its subsidiaries, taken as a whole, is necessary for the execution and delivery by ISP of this Agreement by each of Parent, HoldCo and Merger Sub and or the consummation by each of Parent, HoldCo and Merger Sub ISP of the transactions contemplated by this Agreement Agreement. Except as set forth in Schedule 3.04, neither the execution, delivery and (ii) none of the execution and delivery performance by ISP of this Agreement by each of Parent, HoldCo and Merger Sub, nor the consummation by each of Parent, HoldCo and Merger Sub ISP of the transactions contemplated by this Agreement or hereby nor compliance by each of Parent, HoldCo and Merger Sub ISP with any of the provisions of this Agreement shall hereof will (Ai) conflict with or result in any breach of any provision of the organizational documents Parent, HoldCo Certificate of Incorporation or Merger SubBy-Laws of ISP, (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 third party right of termination, cancellation, amendment, cancellation or acceleration) under under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, lease agreement or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub ISP is a party or (C) subject to compliance with filing requirements as by which ISP or any of its properties or assets may be required under applicable securities laws, bound or (iii) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to ParentISP or any of its properties or assets, HoldCo or Merger Sub, except, in the case of except with respect to clauses (Bii) and (Ciii), for matters thatsuch violations, breaches or defaults which, either individually or in the aggregate, would could not be reasonably be expected to prevent have a material adverse effect on the business, operations or materially delay or impair the consummation by Parentfinancial condition of ISP and its subsidiaries, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereundertaken as a whole.

Consents and Approvals; No Violation. (i) Except Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, and except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub Section 2.3 of the transactions contemplated letter dated the date hereof and delivered on the date hereof by Parent to the Company, which letter relates to this Agreement and is designated therein as the Parent Letter (ii) none of the "Parent Letter"), the execution and delivery of this Agreement by each of Parent, HoldCo and Merger SubAgreement, the Stock ------------- Option Agreement and the Adviser Agreement do not, and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or hereby and thereby and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof and thereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (under, or give rise to any third party others a right of termination, cancellation, amendmentcancellation or acceleration of any obligation or result in the loss of a material benefit under, or acceleration) under result in the creation of any lien, security interest, charge or encumbrance upon any of the termsproperties or assets of Parent or any of its Subsidiaries under, conditionsany provision of (i) the Certificate of Incorporation or the By-laws of Parent, each as amended to date, (ii) any provision of the comparable charter or provisions organization documents of any of Parent's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, lease or other agreement, instrument, permit, concession, franchise or other instrument license applicable to Parent or obligation any of any kind to which Parent, HoldCo or Merger Sub is a party its Subsidiaries or (Civ) subject to compliance with filing requirements as may be required under applicable securities lawsany judgment, violate any order, writ, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses (B) and (Cii), for matters (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to prevent or have a Material Adverse Effect on Parent, materially delay or impair the ability of Parent or Sub to perform their respective obligations hereunder or under the Stock Option Agreement or the Adviser Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by Parentor with respect ------------------- to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement, HoldCo the Stock Option Agreement or the Adviser Agreement by Parent or Sub or is necessary for the consummation of the Merger Sub and the other transactions contemplated by this Agreement, the Stock Option Agreement or the Adviser Agreement, except for (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act and the Securities Exchange Act of ------- 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger ------------ with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, the Stock Option Agreement or otherwise adversely impact the Adviser Agreement, (iv) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State ----- Takeover Approvals"), (v) such filings as may be required in connection with ------------------ the taxes described in Section 5.10, (vi) applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and the NYSE, (vii) as ------------- may be required under foreign laws and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent’s, HoldCo’s materially impair the ability of Parent or Merger Sub’s ability Sub to perform their respective its obligations hereunderhereunder or under the Stock Option Agreement or the Adviser Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.