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

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth on Schedule 4 of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")FI Disclosure Schedule, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor FI, FNH and DutchCo does not, and the consummation by Parent or Sub FI, FNH and DutchCo of the transactions contemplated hereby, nor by this Agreement and compliance by Parent or Sub FI, FNH and DutchCo with any the obligations of the provisions hereofthis Agreement will not, will (a) conflict with with, or result in any breach violation of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or accelerationacceleration under: (a) under, the Bylaws of FI; (b) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or FI Material Contract; (c) violate any license, permit or other instrument, contract or agreement granted by, or entered into with any Regulatory Agency; or (d) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Parent, any of the Parent Subsidiaries FI or any of its subsidiaries (other than CNH and its subsidiaries) or their respective properties or assets, except other than, in the case of clauses (b), (c) and (c) for d), any such conflicts, violations, breaches defaults or defaults which would not rights that individually or in the aggregate would not (x) have a Parent Material Adverse EffectEffect on FI or (y) materially impair the ability of FI, FNH or DutchCo to perform its obligations under this Agreement. Except as set forth on Schedule 4 of the FI Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by FI or any of its subsidiaries (other than CNH and its subsidiaries) in connection with the execution and delivery of this Agreement by FI, FNH or DutchCo or the consummation by FI, FNH or DutchCo of the transactions contemplated by this Agreement, except for (i) the publication of the Information Document (as defined in Section 4.1(a) hereof), the minutes from the FI Shareholders’ Meeting (as defined in Section 4.1(d) hereof) and certain other documents as required under Italian Law relating to the Mergers, (ii) the filing, publication and recordation of the FI Deed of Merger and the FNH Deed of Merger and other appropriate documents and notices with the Companies’ Register in Turin, Italy, and in Amsterdam, The Netherlands, respectively, and with the Turin Chamber of Commerce and the Amsterdam Chamber of Commerce, respectively, (iii) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable Antitrust Law, (iv) applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities law and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (v) any filings with and approvals of the Borsa Italiana, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, disclosures and filings required by applicable laws, the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a Material Adverse Effect on FI or (y) materially impair the ability of FI, FNH or DutchCo to perform its obligations under this Agreement.

Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act", the HSR Act (and similar laws of foreign countries), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, the NNM and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with none of the relevant provisions execution or delivery by the Parent or Merger Sub of, or performance by the GCLParent or Merger Sub of its obligations under, no filing withthis Agreement, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Parent or Merger Sub of the transactions contemplated Transactions or compliance by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the charter documents respective certificate of incorporation or By-Laws bylaws of the Parent or Merger Sub, ; (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity; (c) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or any of the Parent its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, ; or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent, any of the Parent its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse Effect. No action is required under the Parent Rights Plan so as to provide that (i) no Person will become an "Acquiring Person" and (ii) no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Parent Rights Plan) will occur in each case, as a result of the approval, execution and delivery of this Agreement and the Voting Agreement and the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made and any waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934are met, as amended (iv) the "Exchange Act")requirements under any applicable Puerto Rico, state foreign or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state Laws are met and local regulatory filings relating to health care licensing and similar matters, and (v) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction DocumentsPRGCL are made, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor and Purchaser and the consummation by Parent or Sub and Purchaser of the transactions contemplated hereby, nor compliance by hereby and the performance of each of Parent and Purchaser of its obligations hereunder do not and will not: (A) violate or Sub conflict with any provision of the provisions hereofgoverning documents of Parent, will Purchaser or any of their respective Subsidiaries; (aB) violate or conflict with any Laws or result in any breach Orders of any provisions Governmental Authority or any Permit applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective properties or assets may be bound; (C) require any filing with, or permit, consent or approval of, or the charter documents giving of any notice to, any Governmental Authority; or By-Laws of Parent or Sub, (bD) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent, Purchaser or any of their respective Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contracts to which Parent Parent, Purchaser or any of the Parent their respective Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any ------------------------------------- applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Securities Exchange HSR Act of 1934and any applicable filings under state securities, as amended (the "Exchange Act"), state Blue Sky" or foreign laws relating to takeovers, if applicable, state securities or blue sky takeover laws, certain state and local regulatory filings relating to health care licensing and similar matters, and (ii) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, and executed in accordance with by the relevant provisions of, the GCLDGCL, no filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Richfood or Sub nor Merger Subsidiary, or for the consummation by Parent Richfood or Sub Merger Subsidiary of the transactions contemplated herebyby this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement nor compliance by Parent or Sub with any the consummation of the provisions hereof, transactions contemplated hereby by Richfood and Merger Subsidiary will (ai) conflict with or result in any breach of any provisions provision of the charter documents Articles or By-Laws Certificate of Parent Incorporation or SubBylaws of Richfood or Merger Subsidiary, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Contract or other instrument or obligation to which Parent Richfood or any of the Parent its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Richfood or any of the Parent its Subsidiaries or any of their properties or assetsassets except, except in the case of clauses subsections (bii) and (ciii) above, for violations, breaches or defaults which that would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Richfood and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state Company’s representations and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") warranties contained in such form as required by, and executed in accordance with the relevant provisions of, the GCLSection 4.5, no filing material notices to, filings with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals of any Person or Governmental Entity are necessary for the failure of which to be made execution, delivery or obtained would not individually performance by Parent or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery Amalgamation Sub of this Agreement by or the Ancillary Documents to which Parent and/or Amalgamation Sub is a party or Sub nor the consummation by Parent or and/or Amalgamation Sub of the transactions contemplated hereby, nor except for (i) compliance with and filings under the HSR Act and other Antitrust Laws, (ii) the filing of the Amalgamation Application with the Registrar and (iii) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 5.5 of the Parent Disclosure Schedule (the “Parent Insurance Approvals”, and together with the Company Insurance Approvals, the “Transaction Approvals”). Neither the execution, delivery or performance by Parent or Amalgamation Sub with any of this Agreement or the Ancillary Documents to which Parent and/or Amalgamation Sub is a party nor the consummation by Parent or Amalgamation Sub of the provisions hereof, transactions contemplated hereby or thereby will (a) conflict with or result in any breach of any provisions provision of the charter documents Parent’s or By-Laws of Parent or Amalgamation Sub’s Governing Documents, (b) except as set forth on Schedule 5.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under, under any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Real Property Lease or Parent Material Permit, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any orderLaw, writ, injunction, decree, statute, rule injunction or regulation applicable to Parent, decree of any Governmental Entity having jurisdiction over any of the Parent or Amalgamation Sub or any of Parent’s or Amalgamation Sub’s Subsidiaries or any of their respective properties or assetsassets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, except result in the creation of any Lien upon any of the assets of any of Parent, Amalgamation Sub or any of Parent’s or Amalgamation Sub’s Subsidiaries, which in the case of any of clauses (b), (c) and (cd) for violationsabove, breaches or defaults which would not individually or in the aggregate have constitute a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Exon-Florxx xx made, (iii) the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the Proxy Statement and local regulatory filings relating to health care licensing the Offer are met and similar matters, and (iv) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required by, and executed in accordance with by the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub laws of the transactions contemplated by the Transaction DocumentsState of New York is made, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by hereby will not: (1) violate any provision of the Articles of Association of Parent or Sub with any the Certificate of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents Incorporation or By-Laws of the Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or SubSub or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (b4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them Sub or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, bound except for in the case of clauses (b3) and (c4) above for violationssuch filing, breaches permit, consent, approval or defaults violation, which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Parent Material Adverse Effectand Sub, taken as a whole, or could be reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, Laws and the filing and recordation of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, by the DGCL and executed in accordance with the relevant provisions of, the GCLMGBCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions Transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to make such filings or give such notice do not or could not reasonably be made or obtained would not expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectEffect on Parent. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions Transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective articles of incorporation or By-Laws bylaws (or similar governing documents) of Parent or Merger Sub, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which any either of them or any of their respective properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of the Parent Subsidiaries or Merger Sub or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would do not or could not reasonably be expected to have, individually or in the aggregate have aggregate, a material adverse effect on the ability of Parent Material Adverse Effector Merger Sub to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversthe HSR Act, if applicablethe MGCL, the DLLCA, state securities or blue sky lawsLaws and other applicable competition Law clearances, certain state and local regulatory filings relating to health care licensing and similar mattersif any, and (b) as may be required in connection with the filing Taxes described in Section 8.7, neither the execution, delivery or performance of an appropriate this Agreement by Parent, Sub and Missouri nor the consummation by Parent, Sub or Missouri of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective certificate of merger formation and other organizational documents of Parent, Sub or Missouri, (the "Certificate of Merger"ii) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity (except where the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings has not had and would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated herebyEffect on Parent), nor compliance by Parent or Sub with any of the provisions hereof, will (aiii) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in a loss of benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which Parent or Parent, any of the Parent its Subsidiaries or Missouri is a party or by which any of them or any of their properties or assets may be bound, or (civ) violate any Law, order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries its Subsidiaries, Missouri or any of their properties or assetsassets or (v) require Parent, any of its Subsidiaries (including Sub) or Missouri to make any payment to any third Person, except in the case of clauses (biii), (iv) and or (cv) for violationsbreaches, breaches defaults, terminations, amendments, cancellations, accelerations, losses of benefits, violations or defaults which payments that have not had and would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities HSR Act"), the rules of the National Association of Securities Exchange Act of 1934Dealers, as amended Inc. (the "Exchange ActNASD"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, ETLB Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by ETLB of this Agreement or the consummation by Parent or Sub ETLB of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on ETLB. Neither Except as set forth in Section 2.6 of the execution ETLB Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub ETLB nor the consummation by Parent or Sub ETLB of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubETLB, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries ETLB is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries ETLB or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on ETLB.

Consents and Approvals; No Violations. Except for applicable Assuming (i) the filings required under the HSR Act, are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the Xxxx-Xxxxx-Xxxxxx European Community pursuant to the EU Antitrust Improvements Act Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made, (iv) the requirements of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversthe Proxy Statement, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersany, and the Offer are met, (v) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required byby the Delaware General Corporation Law, and executed are made, (vi) such actions as are necessary in accordance order to comply with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Industrial Security Regulations of the transactions contemplated U.S. Department of Defense and (vii) approval of the Merger and this Agreement by the Transaction Documentsstockholders of the Company, except for such filingsif required by the Delaware General Corporation Law, permitsis received, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by hereby will not: (A) violate or conflict with any provision of the Articles of Association of Parent or Sub with any the Certificate of Incorporation or the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Sub; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Subany of its subsidiaries or by which either of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; (bC) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; or (D) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent, or any of its subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries its subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for such violations, breaches or defaults conflicts which would are not individually "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or in the aggregate have a Parent Material Adverse EffectExchange Act.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any of the other Transactions or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger and the Parent Charter Amendments, (iii) such filings with the SEC as may be required to be made by Parent, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended amended, (v) such filings as may be required under the "Securities Act")rules and regulations of the NYSE in connection with this Agreement or the Merger, the Securities Exchange Act of 1934, or (vi) such filings as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain may be required in connection with state and local regulatory filings relating to health care licensing and similar matterstransfer Taxes), and the filing of an appropriate certificate of merger (the "Certificate of Merger"c) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of or any provisions loss of any benefit or material increase in any cost or obligation of the charter documents or By-Laws of Parent or Subany Parent Subsidiary under, (b) or result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Lease or Parent Mortgage Agreement, mortgage(d) violate any Order or Law applicable to Parent, indenture, license, contract, agreement or other instrument or obligation to which Parent Merger Sub or any of the Parent Subsidiaries is a party or by which any of them Subsidiary or any of their properties respective properties, assets or assets may be boundoperations, or (ce) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien (other than a Parent Permitted Lien) on any asset of Parent, any of the Parent Subsidiaries Merger Sub or any of their properties or assets, Parent Subsidiaries; except in the case each of clauses (b) and ), (c), (d) for or (e) where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults which has not had and would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Neither the execution, delivery and performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) conflict with or result in any breach of any provisions of the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries, (ii) require a filing with, or a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or administrative agency or commission (a "Governmental Entity"), except in connection with or in order to comply with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or "blue sky sky" laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Subthe National Association of Securities Dealers (the "NASD"), the filing and recordation of a Certificate of Merger as required by the NYBCL, and filing with the New York Board of Pharmacy and with the New York State Department of Social Services (as required by 18 NYCRR Section 502.5(b), (biii) except as set forth on Schedule 4.5, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of a Lien on any property or asset of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation (each, a "Contract") to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (civ) violate any material law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Parentthe Company, any of the Parent its Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Subject to the receipt of the Required Parent Shareholder Approval, the filing of the Domestication documents, the filing of the First Certificate of Merger, the filing of the Second Certificate of Merger, the filing of any Parent SEC Documents and the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and assuming the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, truth and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub accuracy of the transactions contemplated by Company’s representations and warranties contained in Section 3.5 and the Transaction Documentsrepresentations and warranties of the Company and the Equity Holders contained in any Ancillary Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Parent or any Ancillary Agreement to which Parent, Merger Sub I or Merger Sub II is a party nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, thereby will (a) conflict with or result in any material breach of any provisions provision of the charter documents Governing Documents of Parent, Merger Sub I or By-Laws of Parent or SubMerger Sub II, (b) require any material filing with, or the obtaining of any material consent or material approval of, any Governmental Entity by Parent, Merger Sub I or Merger Sub II, (c) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any material right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indentureother evidence of indebtedness, guarantee, license, agreement, lease or other material contract, agreement or other instrument or obligation to which Parent Parent, Merger Sub I or any of the Parent Subsidiaries Merger Sub II is a party or by which any of them Parent, Merger Sub I or Merger Sub II or any of their properties or respective assets may be bound, or (cd) violate in any order, writ, injunction, decree, statute, rule or regulation material respect any material Law applicable to Parent, any of the Parent Subsidiaries Merger Sub I or any of their properties or assetsMerger Sub II, except except, in the case of clauses (b), (c) and (cd) of this Section 4.4, for violations, breaches or defaults violations which would not individually prevent or in delay the aggregate have consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent, Merger Sub I or Merger Sub II is a Parent Material Adverse Effectparty, including the payment of the Merger Consideration and other amounts to be paid or caused to be paid by Parent, Merger Sub I or Merger Sub II at the Closing.

Consents and Approvals; No Violations. Except for Assuming (i) compliance with any applicable requirements of under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities HSR Act"), (ii) compliance with any requirements of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) and any requirements of the Securities Act of 1933, state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersas amended, and the filing of an appropriate certificate of merger rules and regulations promulgated thereunder (the "Securities Act") relating to the Proxy Statement and registration of the Holders Stock to be issued to the Vistagreen Group are met, (iii) the filing of the Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required byby DGCL, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or (iv) approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated Merger by a majority of the Transaction Documentsholders of Common Stock, except for such filingsis received, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the Company and the consummation by Parent or Sub the Company of the transactions contemplated hereby, nor compliance by Parent or Sub with hereby will not: (1) violate any provision of the provisions hereof, will (a) conflict with or result in any breach Certificate of any provisions of the charter documents Incorporation or By-Laws of Parent the Company or Subany of its Subsidiaries; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (b3) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contractfranchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Parent the Company or any of the Parent its Subsidiaries is a party party, or by which any of them it or any of their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of excluding from the Parent Subsidiaries or any of their properties or assets, except in the case of foregoing clauses (b2), (3) and (c4) for filings, notices, permits, consents and approvals the absence of which, and violations, breaches or defaults which breaches, defaults, conflicts and liens which, in the aggregate, would not individually or in the aggregate have a Parent Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for applicable requirements for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the XxxxState of Kansas, (c) filings of such pre-Xxxxx-Xxxxxx Antitrust Improvements Act acquisition notifications as may be required in certain states, and (d) matters specifically described in the written schedule delivered by Purchaser to Seller at or prior to the execution of 0000 this Agreement and attached hereto (xxx the "XXX XxxPurchaser's Consent Schedule"), neither the Securities Act execution, delivery or performance of 1933, as amended (this Agreement by Purchaser or Universal nor the "Securities Act"), consummation by Purchaser or Universal of the Securities Exchange Act transactions contemplated hereby will require on the part of 1934, as amended (the "Exchange Act"), state Purchaser or foreign laws relating to takeovers, if applicable, state securities Universal any filing or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing registration with, and no permitnotification to, or authorization, consent or approval of, any public body Governmental Entity. Except as described in Purchaser's Consent Schedule, neither the execution, delivery or authority is necessary for performance of this Agreement by Purchaser or Universal nor the consummation by Parent Purchaser or Sub Universal of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with hereby will: (i) violate any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of the charter documents or Byby-Laws laws of Parent Purchaser or Sub, Universal; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation that is material to Purchaser or Universal and to which Parent Purchaser or any of the Parent Subsidiaries Universal is a party or by which any of them or any of their its properties or assets may be bound, or ; (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries Purchaser or Universal or any of their its properties or assets, ; or (iv) except in the case of clauses (bii) and (ciii) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which would to obtain which could not reasonably be expect to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effectmaterial adverse affect on the ability of Purchaser or Universal to perform their respective obligations under this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements None of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent MIC, the performance of or Sub nor compliance with this Agreement, the consummation by Parent or Sub MIC of the Merger or any other transactions contemplated hereby, nor hereby or compliance by Parent or Sub MIC with any of the provisions hereof, of this Agreement will (ai) assuming receipt of MIC Stockholder Approval, conflict with or with, result in any breach of or violate any provisions provision of the charter Charter or Bylaws or the comparable organizational or governing documents or By-Laws of Parent or Subany MIC Subsidiary, (bii) require any filing by MIC or any MIC Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (w) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, any applicable requirements of the Exchange Act and the Securities Act, (x) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (y) such filings with the SEC as may be required to be made by MIC in connection with this Agreement and the Merger or (z) such filings as may be required in connection with state and local transfer taxes), (iii) require any consent or approval under, result in a any modification, violation or breach of, or any loss of any benefit or increase in any cost or obligation of MIC or any MIC Subsidiary under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a default (of, or give rise to any right of terminationpurchase, cancellation first offer or acceleration) underforced sale under or result in the creation of a lien on any property or asset of MIC or any MIC Subsidiary pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, MIC agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, MIC Lease or (civ) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Parent, any of the Parent Subsidiaries MIC or any of their its properties or assets, ; except in the case respect of clauses (bii), (iii) and or (civ) for where (1) such failures to obtain such permits, authorizations, consents or approvals, (2) such failures to make such filings or (3) such failures to obtain such consents or approvals or any such modifications, violations, breaches breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or defaults which liens have not had, and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violations. Except for applicable requirements of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act Xxxxxxxxxxxx Xxx of 0000 1976 (xxx the "XXX XxxHSR Act"), the Securities Act of 1933Sexxxxxxxx Xxx xx 0000, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicablethe rules and regulations of NASDAQ, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing and recordation of an appropriate certificate of merger (the "a Certificate of Merger") in such form Merger as required by, and executed in accordance with the relevant provisions of, by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or and Sub of the transactions contemplated by this Agreement, the Transaction DocumentsParent Option Agreement and the Company Option Agreement. Except as set forth on Schedule 4.5, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement, the Parent Option Agreement or the Company Option Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated herebyhereby or thereby, nor compliance by Parent or Sub with any of the provisions hereof, hereof or thereof will (a) conflict with or result in any breach of any provisions of the charter documents Certificate of Incorporation or By-Laws of Parent or of Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (a) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (and the "Securities Act"), the Securities Exchange Act of 1934have been satisfied, as amended (b) the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, requirements under any applicable state securities or blue sky lawsLaws have been satisfied, certain state and local regulatory filings relating (c) the requirements of the NASDAQ in respect of the listing of the shares of Victory Common Stock to health care licensing and similar mattersbe issued hereunder have been satisfied, and (d) the filing of an the Certificates of Merger and other appropriate certificate of merger (the "Certificate of Merger") in such form documents, if any, as required byby the DLLCA and the NYBCL, have been made, (e) the requirements of any Takeover Statute have been satisfied, and executed in accordance with (f) the relevant provisions ofChucktaylor Shareholder Approval is obtained, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Other Transaction Agreements by Parent or Sub nor Chucktaylor and the consummation by Parent or Sub Chucktaylor of the transactions contemplated hereby, nor compliance by Parent Transactions do not and will not: (i) violate or Sub conflict with any provision of the provisions hereofits certificate of incorporation or by-laws, will (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Chucktaylor by which any of the charter documents its properties or By-Laws of Parent or Subassets may be bound, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) , or result in the creation of any Security Interest in effect as of the Closing upon any properties or Assets of Chucktaylor or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any noteChucktaylor Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses clause (biv) and (c) for above, conflicts, violations, breaches or defaults which breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectChucktaylor MAE.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents, and approvals as may be required under and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, the HSR Act and the filing and recordation of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, by the DGCL and executed in accordance with the relevant provisions of, the GCLOBCA, no filing withwith or notice to, and no permit, authorization, permit authorization consent or approval of, of any public body or authority Governmental Entity is necessary for the execution and delivery by Parent or Newco of this Agreement or the consummation by Parent or Sub Newco of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Parent. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Sub Newco, nor the consummation by Parent or Sub Newco of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of each of the charter documents Certificate of Incorporation or By-Laws bylaws (or similar governing documents) of Parent and Newco or Subany of Parent's other subsidiaries, (b) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Newco or any of the Parent Subsidiaries Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Newco or any of the Parent Subsidiaries Parent's other subsidiaries or any of their respective properties or assets, except except, in the case of clauses (b) and or (c) ), for violations, breaches or defaults which that would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. Except for Assuming that (a) the filings required under the HSR Act are made and all applicable requirements waiting periods thereunder have been terminated or expired and (b) the Consents from Governmental Authorities set forth on Section 2.03(b) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Seller Disclosure Letter have been obtained, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Ancillary Agreements by Parent or Sub nor Acquiror and the consummation by Parent or Sub Acquiror of the transactions contemplated hereby, nor compliance by Parent hereby and thereby do not and will not: (i) violate or Sub conflict with any provision of its certificate of incorporation or bylaws (or the provisions hereof, will comparable governing documents); (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Acquiror or by which any of the charter documents its properties or By-Laws of Parent assets may be bound; (iii) require any Governmental Approval; or Sub, (biv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, require any consent or notice, create a penalty or increase in payment or performance obligations under or give rise to any right of termination, cancellation cancellation, suspension, revocation or acceleration) , or result in the creation of any Security Interest upon any of the properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, suspension, revocation, acceleration, penalty or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any notematerial Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that which would not reasonably be expected to have, individually or in the aggregate have a Parent Material Adverse Effectaggregate, an Acquiror MAE.

Consents and Approvals; No Violations. Except for Assuming (a) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (and the "Securities Act"), the Securities Exchange Act of 1934have been satisfied, as amended (b) the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, requirements under any applicable state securities or blue sky lawsLaws have been satisfied, certain state and local regulatory filings relating (c) the requirements of the NASDAQ in respect of the listing of the shares of Victory Common Stock to health care licensing and similar mattersbe issued hereunder have been satisfied, and (d) the filing of an the Certificates of Merger and other appropriate certificate of merger (the "Certificate of Merger") in such form documents, if any, as required byby the DLLCA and the NYBCL, have been made, (e) the requirements of any Takeover Statute have been satisfied, (f) the Victory Stockholder Approval is obtained, and executed in accordance with (g) the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Consents set forth on Section 3.03 of the transactions contemplated by the Transaction DocumentsVictory Disclosure Letter have been obtained, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Other Transaction Agreements by Parent or Sub nor Victory and Merger Sub, as applicable, and the consummation by Parent or Victory and Merger Sub of the transactions contemplated hereby, nor compliance by Parent Transactions do not and will not (i) violate or Sub conflict with any provision of their respective certificates of incorporation or by-laws (or the provisions hereofcomparable governing documents), will (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Victory or Merger Sub or by which any of the charter documents their respective properties or By-Laws of Parent or SubAssets may be bound, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) , or result in the creation of any Security Interest upon any of the properties or assets of Victory or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any noteVictory Material Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests which would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectVictory MAE.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement or the Contribution Agreement and the Transactions by Parent, Parent Operating Partnership and Merger Sub, the consummation by Parent, Parent Operating Partnership and Merger Sub of the Merger, the Manager Contribution or any of the other Transactions or compliance by Parent, Parent Operating Partnership and Merger Sub with any of the provisions of this Agreement or the Manager Contribution will (a) contravene, conflict with or result in any breach of any provision of the Parent Governing Documents, Parent OP Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the MGCL or the DLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent, including a proxy statement in preliminary and definitive form relating to the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended, (xxx "XXX Xxx")v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement, the Securities Act of 1933, Merger or the Manager Contribution or (vi) such filings as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain may be required in connection with state and local regulatory filings relating to health care licensing and similar mattersTransfer Taxes), and the filing of an appropriate certificate of merger (the "Certificate of Merger"c) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of or any provisions loss of the charter documents any benefit or By-Laws material increase in any cost or obligation of Parent or Subany Parent Subsidiary under, (b) or result in a modification, or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Lease or Parent Residential Lease, mortgage(d) violate any Order or Law applicable to Parent, indentureParent Operating Partnership, license, contract, agreement or other instrument or obligation to which Parent Merger Sub or any of the Parent Subsidiaries is a party or by which any of them Subsidiary or any of their properties respective properties, assets or assets may be bound, operations or (ce) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien (other than a Parent Permitted Lien) on any asset of Parent, any of the Parent Subsidiaries Operating Partnership, Merger Sub or any of their properties or assets, Parent Subsidiaries; except in the case each of clauses (b) and ), (c), (d) for or (e) above where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults which has not had, and would not individually or in the aggregate have reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the Antitrust Laws as set forth on Schedule 4.4 of the Company Disclosure Letter are made and the applicable waiting periods thereunder have been terminated or have expired, (ii) the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversthe Proxy Statement, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersany, and the Offer are met, (iii) the filing of an the Certificates of Merger and other appropriate certificate of merger (the "Certificate of Merger") in such form documents, if any, as required byby the MGCL or the DGCL, are made, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or (iv) approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated Merger and this Agreement by the Transaction Documentsstockholders of the Company, except for such filingsif required by the MGCL or the DGCL, permitsis received, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by hereby and thereby shall not (w) violate or conflict with any provision of the Articles of Association of Parent or Sub with any the Certificate of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents Incorporation or By-Laws of Parent or Sub, (bx) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any Governmental Entity applicable to Parent or Sub or by which either of their respective properties or assets may be bound, (y) require any filing with, consent or approval of, Permit from, or the giving of any notice to, any Governmental Entity or (z) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation or acceleration) acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under), result in the creation of any Lien upon any of the properties or assets of the Parent or Sub under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, Permit, agreement, contract, agreement arrangement, lease or other instrument or obligation to which Parent or Sub or any of the Parent their Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except other than in the case of clauses (by) and (c) for violationsz), breaches any such violation, breach, conflict, default, right of termination, cancellation, payment, acceleration, other right or defaults which failure to make any filing or obtaining any Permit, consent or approval of, or give notice to, any Governmental Entity that has not had, does not have and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectEffect on Parent or Sub.

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx HSR Act, and if necessary, similar foreign competition or Antitrust Improvements Act of 0000 Laws, (xxx "XXX Xxx"), b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act of 1933Act, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state c) filings or foreign laws relating to takeovers, if applicable, approvals required under state securities or “blue sky sky” laws, certain state (d) the MSV ROFR or the MSV Tag-Along and local regulatory filings relating to health care licensing (e) the Communications Laws, neither the execution and similar mattersdelivery of this Agreement, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by hereby will, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Transaction organizational documents of SkyTerra, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SkyTerra or its properties or assets, including but not limited to the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, except for such filingsand if necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, consents (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to be made or obtained would not individually or SkyTerra in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent SkyTerra or Sub nor the consummation by Parent or Sub SkyTerra of the transactions contemplated herebyhereby except for such consents, nor compliance by Parent authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent SkyTerra Material Adverse Effect.

Consents and Approvals; No Violations. Except Subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the applicable Merger Certificates with, and similar mattersthe acceptance for record of the Merger Certificates by, the SDAT and the DSOS, as applicable, and the filing of an appropriate certificate of merger (the "Partnership Merger Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no acceptance for record of the Partnership Merger Certificate by, the DSOS, none of the execution, delivery or performance of this Agreement by the Parent Parties, the consummation by the Parent Parties of the transactions contemplated hereby or compliance by the Parent Parties with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Parent Governing Documents or the Parent OP Governing Documents or (B) the organizational documents of any Parent Subsidiary, (ii) require any filing by any of the Parent Parties or any Parent Subsidiary with, notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) (I) the consummation by Parent or Sub filing with the SEC of the transactions contemplated by Form S-4 and Proxy Statement/Prospectus, and the Transaction Documentsdeclaration of effectiveness of the Form S-4, except for and (II) the filing with the SEC of such filingsreports under, permitsand other compliance with, authorizations, consents or approvals the failure of which to Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by Parent or any Parent Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent or any of the Parent Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Parent Material Contract to which Parent or any of the Parent Subsidiaries Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent or any of the Parent Subsidiaries Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 5.6 of the Parent Disclosure Schedule, subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the Articles of Merger with, and similar mattersthe acceptance for record of the Articles of Merger by, the SDAT, and the filing of an appropriate certificate of merger (the "Company Merger Certificate of Merger") in such form as required by, and executed in accordance the Partnership Merger Certificate with the relevant provisions ofDSOS, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the GCLconsummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent or the Parent Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the organizational documents of Parent or any Parent Subsidiary, no (ii) require any filing by Parent or any Parent Subsidiary with, and no notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) the consummation by Parent or Sub filing with the SEC of (I) the Joint Proxy Statement in preliminary and definitive form and of the transactions contemplated by Form S-4, and declaration and effectiveness of the Transaction DocumentsForm S-4, except for and (II) such filingsreports under, permitsand other compliance with, authorizations, consents or approvals the failure of which to Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by Parent or any Parent Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, give rise to any right of purchase, first offer or forced sale, result in the triggering of any payment or result in the creation of any lien or other encumbrance on any property or asset of Parent or any of the Parent Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement agreement, permit, franchise or other instrument or obligation or Material Contract to which Parent or any of the Parent Subsidiaries Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent or any of the Parent Subsidiaries Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, (A) reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise prevent or materially delay performance by the Parent or Parent OP of its material obligations under this Agreement or (C) have, or reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth in Section 5.5 of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Parent Disclosure Letter, none of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or Sub nor compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent or and Merger Sub of the transactions contemplated hereby, nor Merger or any other Transaction or compliance by Parent or and Merger Sub with any of the provisions hereof, of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with or with, result in any breach of or violate any provisions of the charter documents or By-Laws provision of Parent Governing Documents or Subthe comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in a any modification, violation or breach ofof or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a default (of, or give rise to any right of terminationpurchase, cancellation first offer or acceleration) underforced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Parent Agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Lease or (cd) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Parent, any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets, ; except in the case respect of clauses (b) and ), (c) for or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or defaults which Liens have not had, and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Other than as set forth on Schedule 2.4 of Motient’s disclosure schedule, except in connection with or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976 (xxx "XXX Xxx")the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Distribution Registration Statement, the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act of 1933, as amended (the "“Securities Act"”), (c) filings or approvals required under state securities or “blue sky” laws, (d) the Securities Exchange Communications Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersamended, and the filing rules, regulations or policies of an appropriate certificate the Federal Communications Commission and any successor thereto (“FCC”) (collectively, the “Communications Laws”) and (e) the right of merger first refusal provisions (the "Certificate “MSV ROFR”) or the tag-along provisions (the “MSV Tag-Along”) of Merger"Sections 8.2(a) in such form or (b) of the Amended and Restated Stockholders’ Agreement (the “MSV GP Stockholders Agreement”) of MSV GP, dated as required byof November 12, 2004, neither the execution and executed in accordance with the relevant provisions ofdelivery of this Agreement, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by hereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Transaction organizational documents of Motient or Sub, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Motient or Sub or their respective properties or assets, including, but not limited to, the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, except for such filingsif necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filing of the Distribution Registration Statement, consents the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to be made Motient or obtained would not individually or Sub in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Motient or Sub nor or the consummation by Parent Motient or Sub of the transactions contemplated hereby, nor compliance by Parent except for such consents, authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Motient Material Adverse Effect.

Consents and Approvals; No Violations. Except as disclosed on SCHEDULE 3.4 hereto, and except for the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")DGCL, the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT" or "1933 ACT"), state securities or blue sky laws of the Securities Exchange various states of the United States, Israeli corporate and securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended (the "Exchange ActH-S-R ACT"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no material filing with, and no material permit, authorization, consent or approval of, any public or governmental body or authority is necessary for the consummation by Parent or Sub Delta and Purchaser of the transactions contemplated by the Delta Transaction Documents. Except as disclosed on SCHEDULE 3.4 hereto, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement the Delta Transaction Documents by Parent Delta or Sub Purchaser, nor the consummation by Parent Delta or Sub Purchaser of the transactions contemplated herebythereby, nor compliance by Parent Delta or Sub Purchaser with any of the provisions hereofthereof, will (a) conflict with or result in any breach of any provisions provision of the charter documents Articles of Association or By-Laws Memorandum of Parent Association of Delta or Subthe Certificate of Incorporation of Purchaser, (b) violate any order, writ, injunction, decree, statute, rule or regulation, in each case that is material, of any court or federal, state, local or foreign body or authority, or any nongovernmental self-regulatory organization or agency to which Delta, its Subsidiaries, or any of their properties or assets may be subject except for violations or breaches which would not in the aggregate have a Material Adverse Effect, or (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in the loss of any material benefit under or give rise to any right of termination, cancellation cancellation, acceleration or acceleration) change in the award, grant, vesting or determination under, or result in the creation of any lien, charge, security interest or encumbrance upon any of the respective properties or assets of Delta or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, agreement lease, agreement, arrangement or other instrument or obligation obligation, in each case that is material, to which Parent Delta or any of the Parent its Subsidiaries is a party or by which Delta or any of them its Subsidiaries or any of their respective properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effectaffected.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state No filing with or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any public body Governmental Entity is required on the part of Parent, the Sellers and the IP Seller for the execution, delivery and performance by Parent, the Sellers, the IP Seller or authority is necessary for their applicable Affiliates of this Agreement or the Ancillary Agreements or the consummation by Parent Parent, the Sellers or Sub the IP Seller of the transactions contemplated by this Agreement or the Transaction DocumentsAncillary Agreements, except for (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with any applicable requirements of the Competition Act; (iii) compliance with any state or federal licenses or permits relating to the Business; or (iv) any such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not individually or in the aggregate have a Parent Material Adverse Effect. Neither Assuming compliance with the execution items described in clauses (i) through (iv) of the preceding sentence, neither the execution, delivery and delivery performance of this Agreement or the Ancillary Agreements by Parent Parent, the Sellers, the IP Seller or Sub their applicable Affiliates, nor the consummation by Parent Parent, the Sellers, the IP Seller or Sub their applicable Affiliates of the transactions contemplated hereby, nor compliance by Parent this Agreement or Sub with any of the provisions hereof, Ancillary Agreements will (aA) conflict with or result in any breach breach, violation or infringement of any provisions provision of the charter documents respective articles of incorporation or Byby-Laws laws (or similar governing documents) of Parent Parent, the Sellers, the IP Seller or Subany of their Affiliates party to the Ancillary Agreements, or any Transferred Company or any Subsidiary thereof, (bB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) or require a consent of or other action by any Person under, any of the terms, conditions or provisions of any noteContract, bond, mortgage, indenture, license, contract, agreement or other instrument (C) violate or obligation infringe any Law applicable to which Parent any Transferred Company or any of the Parent Subsidiaries is a party or by which any of them Subsidiary thereof or any of their properties or assets may be boundrespective properties, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties rights or assets, except in the case of clauses (bB) and or (cC) for breaches, violations, breaches infringements, defaults, Liens or defaults which other rights or consents that would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities HSR Act"), the rules of the National Association of Securities Exchange Act of 1934Dealers, as amended Inc. (the "Exchange ActNASD"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, IVP Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by IVP of this Agreement or the consummation by Parent or Sub IVP of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on IVP. Neither Except as set forth in Section 2.6 of the execution IVP Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub IVP nor the consummation by Parent or Sub IVP of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubIVP, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries IVP is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries IVP or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on IVP.

Consents and Approvals; No Violations. Except as set forth in the Target Disclosure Letter and for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")1933 Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky Blue Sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the filing of an appropriate certificate of merger as amended (the "Certificate HSR Act"), if any, the filing and recordation of Mergerthe Delaware Merger Certificate, as required by the DGCL, and such filings, authorizations, orders and approvals as may be required under State "control share acquisition", "antitrust" or other similar statutes or regulations, or such filings, authorizations, orders and approvals as may be required under the By-laws of the National Association of Securities Dealers, Inc. ("NASD") in such form as required by, and executed in accordance with the relevant provisions of(collectively, the GCL"Target Required Filings"), no filing or registration with, and no permitconsent, authorization, consent declaration or approval of, any public body governmental body, court, arbitration board, tribunal or authority ("Governmental Entity"), or any third party, is necessary for the consummation execution, delivery and performance by Parent Target of this Agreement or Sub any of the Ancillary Documents or the consummation of the Merger and the other transactions contemplated by this Agreement and the Transaction Ancillary Documents. The Target Disclosure Letter sets forth a true, except for such correct and complete list of all filings, permitsregistrations, consents, authorizations, consents declarations or approvals necessary to consummate the failure of which to be made or obtained would not individually or Merger and the other transactions contemplated by this Agreement and the Ancillary Documents (the "Target Consents"). Except as set forth in the aggregate have a Parent Material Adverse Effect. Neither Target Disclosure Letter, subject to approval by the execution Target Stockholders in accordance with the DGCL, neither the execution, delivery and delivery performance by Target of this Agreement by Parent or Sub any of the Ancillary Documents nor the consummation by Parent or Sub Target of the Merger and the other transactions contemplated hereby, nor compliance by Parent or Sub with any of this Agreement and the provisions hereof, Ancillary Documents will (ai) conflict with constitute any violation or result in any breach of any provisions provision of the charter documents Certificate of Incorporation or By-Laws laws of Parent Target, or Sub, (bii) result in a constitute any -11- violation or breach of any provision of, or constitute a default (or an event which, with or without due the giving of notice or lapse the passage of time or both, would constitute a default) under, or result in the termination or in a default (or give rise to any right of terminationtermination or cancellation of, cancellation or accelerationaccelerate the performance required by, or result in the creation of any lien, pledges, mortgages, deeds of trust, security interests, claims against title, charges, options or other encumbrances ("Encumbrances") upon any of the properties of Target under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any noteTarget Contract (as defined below), bondor any franchise, mortgagepermit, indentureconcession, licenseContract, contract, agreement or other instrument instrument, or other obligation to which Parent Target is a party, or by which Target or any of the Parent Subsidiaries its properties is a party bound or by affected except, with respect to this clause (ii), for those which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would could not individually or in the aggregate have a Parent Target Material Adverse Effect.

Consents and Approvals; No Violations. Except Subject to receipt of the Company Shareholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the Articles of Merger with, and similar mattersthe acceptance for record of the Articles of Merger by, the SDAT, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance applicable Partnership Merger Certificates with the relevant provisions ofDSOS and the Pennsylvania Department of State, none of the execution, delivery or performance of this Agreement by the Company Parties, the GCLconsummation by the Company Parties of the transactions contemplated hereby or compliance by the Company Parties or the Company Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Company Governing Documents, no the New Liberty Holdco Governing Documents or the Partnership Governing Documents, (ii) require any filing by any of the Company Parties or any Company Subsidiary with, and no notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) (I) the consummation by Parent or Sub filing with the SEC of the transactions contemplated by Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure offer and sale of which to be made or obtained would not individually or shares of Parent Common Stock in the aggregate have a Parent Material Adverse Effect. Neither Topco Merger (and, if required, of the execution New Liberty Holdco Common Shares in the Company Merger) will be registered pursuant to the Securities Act (together with any amendments or supplements thereto, the “Form S-4”), and delivery the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by the Company, New Liberty Holdco or any Company Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Company Material Contract to which Parent Company or any of the Parent Subsidiaries Company Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, the Company or any of the Parent Subsidiaries Company Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, have, or would reasonably be expected to have, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, Dakota Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by Dakota of this Agreement or the consummation by Parent or Sub Dakota of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Dakota. Neither Except as set forth in Section 2.6 of the execution Dakota Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub Dakota nor the consummation by Parent or Sub Dakota of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Certificate of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubDakota, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Dakota is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries Dakota or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Dakota.

Consents and Approvals; No Violations. Except for applicable requirements of Assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities “HSR Act"”), are made and the waiting periods thereunder (if applicable) have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, (b) the Governmental Approvals required to Convey any Real Property or Governmental Permits to Acquiror have been made or obtained, (c) the applicable requirements of the Securities Act and the Exchange Act of 1934are met, as amended (d) the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, requirements under any applicable state securities or blue sky lawsLaws are met, certain state (e) the requirements of the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met and local regulatory filings relating to health care licensing (f) the filing of the Certificate of Merger and similar mattersother appropriate merger documents, if any, as required by the DGCL, and the filing of an appropriate certificate of merger (the "Acquiror Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Secretary of State of the transactions contemplated by the Transaction DocumentsState of Delaware pursuant to Section 2.05, except for such filingsare made, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Ancillary Agreements by Parent or Sub nor and SplitCo, the consummation by Parent or Sub and SplitCo of the transactions contemplated herebyhereby and thereby do not and will not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, nor compliance by bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Parent or Sub with any of its Subsidiaries or by which any of their respective properties or assets that will be contributed to SplitCo or that are owned by the provisions hereof, will (a) conflict with or result in any breach of any provisions Galleria Entities as of the charter documents or By-Laws of Parent or SubBusiness Transfer Time may be bound, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration) , or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any noteGalleria Material Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, (x) conflicts, violations, breaches approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults losses which would not reasonably be expected, individually or in the aggregate have a Parent Material Adverse Effectaggregate, to be material to the Galleria Business and (y) any Security Interests created in connection with the Galleria Credit Facility.

Consents and Approvals; No Violations. Except (i) The execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, including the Merger, require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the filing of any required applications, filings and notices, as applicable, with the New York Stock Exchange (“NYSE”) (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 18-209 of the DLLCA, (C) the filing of applications or notices, and approvals or expiration of applicable waiting periods, required under the HSR Act, (D) compliance with applicable requirements of FINRA (including the submission by the Company and FINRA approval of the FINRA Application (the “FINRA Approval”)), (E) the filing of amendments to the Uniform Application for Investment Advisor Registration on Form ADV of Harvest Capital Strategies LLC, JMP Asset Management LLC and HCAP Advisors LLC (the “Company Investment Advisor Subsidiaries”) and amendments to the Uniform Application for Broker-Dealer Registration on Form BD of the Company Broker-Dealer Subsidiary following the consummation of the Merger, (F) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act, including (1) the filing of an information statement of the type contemplated by Rule 14a-101 under the Exchange Act of 0000 (xxx "XXX Xxx"), containing the Securities Act of 1933, as amended (the "Securities Act"), information specified in Schedule 14A under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), state or foreign laws relating related to takeoversthe Merger, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, this Agreement and the filing of an appropriate certificate of merger Voting Agreement (the "Certificate of Merger"“Proxy Statement”) in such form as and (2) confirmation from SEC staff (x) that it has no further comments on the Proxy Statement or (y) that the Company may commence mailing the Proxy Statement and (G) the filings or notices required by, and executed in accordance with any approvals required under the relevant provisions of, the GCL, no filing with, rules and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub regulations of the transactions contemplated by Governmental Authorities set forth on Section 5.1(f)(i)(G) of the Transaction DocumentsCompany Disclosure Schedule (the consents, except for such filingsapprovals, permitsorders, authorizations, consents registrations, declarations and filings required under or approvals in connection with any of the failure foregoing clauses (A) through (G) above, the “Required Approvals ”) and (H) any authorization, action or filing, the absence of which to be made or obtained would not not, either individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub As of the transactions contemplated herebydate hereof, nor compliance by Parent or Sub other than with respect to ordinary filing times required to obtain FINRA Approval, the Company is not aware of any reason why the Required Approvals will not be received in order to permit consummation of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in Merger on a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effecttimely basis.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act Exchange Act, the HSR Act, the filing and recordation of 1933articles of merger as required by the IBCL, and any such filings and approvals as amended (may be required under the "Securities Acttakeover" or ")blue sky" Laws of various states and as contemplated by this Agreement, neither the Securities Exchange Act execution and delivery of 1934this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the charter or by- laws of Parent or Purchaser, as amended (ii) require on the "Exchange Act"), state part of Parent or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no Purchaser any filing with, and no or the obtaining of any permit, authorization, consent or approval of, any public body governmental or regulatory authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Subthird party, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationpayment, or to the creation of a lien or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, other evidence of indebtedness, guarantee, license, contract, agreement or other contract, instrument or contractual obligation to which Parent Parent, Purchaser or any of the Parent their respective Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser, any of the Parent their Subsidiaries or any of their properties or assets, except for such of the foregoing in the case of clauses (bii), (iii) and (civ) for violations, breaches above that are set forth on Schedule 5.3 or defaults which would not individually or in the aggregate have or constitute a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of Assuming any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities HSR Act"), applicable to the Securities Exchange Act sale of 1934Assets to Buyer are made and any applicable waiting period thereunder has been terminated or has expired, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor Echelon and its Subsidiaries and the consummation by Parent or Sub Echelon and its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will not: (a) conflict with or result in violate any breach of any provisions provision of the charter documents Amended and Restated Articles of Incorporation or By-Laws of Parent Echelon or Subthe comparable governing documents of any Subsidiary, in each case, as amended; (b) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Echelon or any Subsidiary or by which any of the Assets may be bound; (c) except as set forth on Schedule V, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority; or (d) except as set forth on Schedule V, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment, purchase, sale or acceleration) under, or result in the creation of any lien, security interest, mortgage, charge, claim or encumbrance (each, an "Encumbrance") upon any of the Assets under, any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, license, contractfranchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Parent Echelon or any of the Parent Subsidiaries Subsidiary is a party party, or by which any of them it or any of their properties or assets may be respective Assets are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except Subject to the receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing and similar matters(b) for filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT, (c) the filing of an appropriate certificate of merger (the "Partnership Merger Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no the acceptance of the Partnership Merger Certificate by, the Secretary of State of the State of Delaware, and (d) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT, none of the execution, delivery or performance of this Agreement by the Parent Parties, the consummation by the Parent Parties of the transactions contemplated hereby or compliance by the Parent Parties with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Parent Governing Documents or the Parent OP Governing Documents or (B) the organizational documents of any Parent Subsidiary, (ii) require any filing by any of the Parent Parties or any Parent Subsidiary with, notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) (I) the consummation by Parent or Sub filing with the SEC of the Form S-4 and Proxy Statement/Prospectus, and the declaration of effectiveness of the Form S-4, and (II) the filing with the SEC of such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated by hereby, (B) as may be required under the Transaction Documentsrules and regulations of NYSE, except for and (C) such filings as may be required in connection with Transfer Taxes, or (iii) violate or conflict with any Law applicable to Parent or any Parent Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii) and (iii) such filings, notices, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated herebyconsents, nor compliance by Parent or Sub with any of the provisions hereofapprovals, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 4.3 of the schedule attached to this Agreement setting forth exceptions to Parent's and Acquisition Sub's representations and warranties set forth herein and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Securities Exchange HSR Act of 1934, (as amended (the "Exchange Act"hereinafter defined), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, "Blue Sky" laws and the filing DGCL, none of an appropriate certificate the execution, delivery or performance of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions ofthis Agreement by Parent or Acquisition Sub, the GCLconsummation by Parent or Acquisition Sub of the Transactions or compliance by Parent or Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificates of incorporation or bylaws of Parent or Acquisition Sub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will Governmental Entity (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Subas hereinafter defined), (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect.. 4.4

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976 (xxx "XXX Xxx")the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act of 1933, as amended (the "“Securities Act"”), (c) filings or approvals required under state securities or “blue sky” laws, (d) the Securities Exchange right of first refusal (the “MSV ROFR”) or the tag-along provisions (the “MSV Tag-Along”) of the MSV Stockholders’ Agreement and (e) the Communications Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersamended, and the filing rules, regulations or policies of an appropriate certificate of merger the Federal Communications Commission and any successor thereto (the "Certificate of Merger"“FCC”) in such form as required by, and executed in accordance with the relevant provisions of(collectively, the GCL“Communications Laws”), no filing withneither the execution and delivery of this Agreement, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by hereby will, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Transaction organizational documents of Blocker Corporation, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Blocker Corporation or its properties or assets, including, but not limited to, the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, except for such filingsif necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, consents (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to be made or obtained would not individually or Blocker Corporation in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Blocker Corporation or Sub nor the consummation by Parent or Sub Blocker Corporation of the transactions contemplated hereby, nor compliance by Parent except for such consents, authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Blocker Corporation Material Adverse Effect.

Consents and Approvals; No Violations. Except for any applicable requirements of the Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder (the "EXCHANGE ACT"), the Securities Act of 1933, as amended, and all rules and regulations thereunder (the "SECURITIES ACT"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities ActHSR ACT"), the Securities Exchange EC Merger Regulations (as defined below), and the Communications Act of 1934, as amended amended, and all rules and regulations promulgated thereunder (the "Exchange ActCOMMUNICATIONS ACT"), state the filing and recordation of a certificate of merger, or foreign laws relating a certificate of ownership and merger, as required by the NYBCL, filing with and approval of the New York Stock Exchange, Inc. and the SEC with respect to takeoversthe delisting and deregistering of the Shares, if applicable, state securities such filings and approvals as may be required under the "takeover" or "blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matterssky" Laws of various states, and the filing of an appropriate certificate of merger (the "Certificate of Merger") as disclosed in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Section 4.4 of the transactions Disclosure Schedule or as contemplated by this Agreement and the Transaction DocumentsAncillary Agreements, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement or the Ancillary Agreements by Parent the Company or Sub any Contracting Subsidiary (to the extent it is a party thereto) nor the consummation by Parent the Company or Sub any Contracting Subsidiary (to the extent it is a party thereto) of the transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, thereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents Certificate of Incorporation or By-Laws of Parent the Company or Subany Contracting Subsidiary or Retained Subsidiary (other than those Retained Subsidiaries which, when taken together, would not be a "significant subsidiary" within the meaning of Regulation S-X promulgated under the Securities Act) (any such Retained Subsidiary, other than those described in the preceding parenthetical, herein called a "SIGNIFICANT RETAINED SUBSIDIARY"), (bii) result in require on the part of the Company or any Contracting Subsidiary or a violation or breach ofSignificant Retained Subsidiary any filing with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions obtaining of any notepermit, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.8

Consents and Approvals; No Violations. Except for applicable requirements of Assuming any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities HSR Act"), applicable to the Securities Exchange Act sale of 1934Assets to Company are made and any applicable waiting period thereunder has been terminated or has expired, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor Echelon and its Subsidiaries and the consummation by Parent or Sub Echelon and its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will not: (a) conflict with or result in violate any breach of any provisions provision of the charter documents Amended and Restated Articles of Incorporation or By-Laws of Parent Echelon or Subthe comparable governing documents of any Subsidiary, in each case, as amended; (b) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Echelon or any Subsidiary or by which any of the Assets may be bound; (c) except as set forth on Schedule IV, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority; or (d) except as set forth on Schedule IV, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment, purchase, sale or acceleration) under, or result in the creation of any lien, security interest, mortgage, charge, claim or encumbrance (each, an "Encumbrance") upon any of the Assets under, any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, license, contractfranchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Parent Echelon or any of the Parent Subsidiaries Subsidiary is a party party, or by which any of them it or any of their properties or assets may be respective Assets are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Bolcan Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthe HSR Act, the rules of FINRA, and the filing and recordation of an appropriate certificate of merger (the "Merger Certificate of Merger") in such form as required by, and executed in accordance with by the relevant provisions of, the GCLNGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery by Bolcan of this Agreement by Parent or Sub nor the consummation by Parent or Sub Bolcan of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Bolcan. Neither the execution, delivery and performance of this Agreement by Bolcan nor compliance the consummation by Parent or Sub with any Bolcan of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubBolcan, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Bolcan is a party or by which any of them it or any of their its properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries Bolcan or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Bolcan.

Consents and Approvals; No Violations. Except for (a) any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934and any applicable filings under state securities, as amended (the "Exchange Act"), state Blue Sky" or foreign laws relating to takeovers, if applicable, state securities or blue sky takeover laws, certain state and local regulatory filings relating to health care licensing and similar matters, and (b) the filing and recordation of an appropriate certificate articles of merger (the "Certificate of Merger") in such form as required byby the VSCA and (c) those required filings, registrations, consents and executed in accordance with the relevant provisions of, the GCLapprovals listed on Exhibit 4.3 attached hereto, no filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent and Merger Subsidiary or Sub nor for the consummation by Parent or Sub and Merger Subsidiary of the transactions contemplated herebyby this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement nor compliance the consummation of the transactions contemplated hereby by Parent or Sub with any of the provisions hereof, and Merger Subsidiary will (ai) conflict with or result in any breach of any provisions provision of the charter documents Articles of Incorporation or By-Laws bylaws of Parent or SubMerger Subsidiary, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in any diminution of any of the rights of Parent or Merger Subsidiary with respect to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Contract or other instrument or obligation to which Parent or any of the Parent Subsidiaries Merger Subsidiary is a party or by which any either of them or any of their properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or Merger Subsidiary or any of their properties or assetsassets except, except in the case of clauses (bii) and or (ciii) above, for violations, breaches or defaults which that would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Parent or Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (a) applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities ActHSR ACT"), and (b) filings and/or notices and related approvals required under the Securities Exchange Act insurance laws of 1934, as amended the jurisdictions set forth in Section 3.4 of the Disclosure Schedule (the "Exchange ActSELLER INSURANCE FILINGS"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority authority, domestic or foreign, is necessary for the consummation by Parent or Sub Seller of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effectthis Agreement. Neither the execution and delivery of this Agreement by Parent or Sub Seller nor the consummation by Parent or Sub Seller of the transactions contemplated hereby, hereby nor compliance by Parent or Sub Seller with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the charter documents certificate of incorporation of Seller, the Company or By-Laws of Parent or Suba Subsidiary, (b) except as set forth in Section 3.4 of the Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, acceleration under any of the terms, conditions or provisions provisions) of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent the Company, a Subsidiary or any of the Parent Subsidiaries Seller is a party or by which any of them or any of their properties or assets may be bound, bound or (c) assuming that the filings and consents contemplated hereby are duly and timely made, violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Parentthe Company, any of the Parent Subsidiaries Subsidiary or Seller or any of their properties or assets, except in the case of clauses (b) and or (c) for violations, breaches or defaults which which, in the aggregate, would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 0000 1976 (xxx "XXX Xxx"), the xxe Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing and recordation of an appropriate certificate of merger (the "a Certificate of Merger") in such form Merger as required by, by the DGCL and executed in accordance with the relevant provisions of, the GCLMBCA, no filing with, and no permit, authorization, consent or approval of, any public or governmental body or authority is necessary for the consummation by Parent or Sub AMI of the transactions contemplated by the Transaction Documentsthis Agreement, except for where a failure to make such filingsfiling or to obtain such permit, permitsregistration, authorizationsauthorization, consents consent or approvals the failure of which to be made or obtained would approval will not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub AMI, nor the consummation by Parent or Sub AMI of the transactions contemplated hereby, nor compliance by Parent or Sub AMI with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents Articles of Incorporation or By-Laws Bylaws of Parent AMI or Subany of its subsidiaries, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationchange in the award, grant, vesting or determination) under, or give rise to creation of any lien, charge, security interest or encumbrance upon any of the respective properties or assets of AMI or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, agreement lease, agreement, arrangement or other instrument or obligation to which Parent AMI or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation of any court or government authority applicable to ParentAMI, any of the Parent Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches breaches, defaults (or defaults rights of termination, cancellation, acceleration or change), liens, charges, security interests or encumbrances which would not individually or in the aggregate have a Parent Material Adverse Effect.. 4.5

Consents and Approvals; No Violations. Except for the approval of the Office of Thrift Supervision as described in Section 6.3 hereto, and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act")of, state insurance and mortgage brokerage laws or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersregulations, and the filing and acceptance for record or recordation of an appropriate a merger certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with by the relevant provisions of, the GCLDGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Regulatory Authority is necessary for the execution and delivery by RBMG of this Agreement or the consummation by Parent or Sub RBMG of the transactions contemplated by the Transaction Documentshereby and thereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on RBMG or the Surviving Corporation. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Sub RBMG nor the consummation by Parent or Sub RBMG of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby and thereby will (ai) conflict with or result in any breach of any provisions provision of the articles of incorporation or bylaws (or similar charter documents or By-Laws organizational documents) of Parent or SubRBMG, (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries RBMG is a party or by which any of them RBMG or any of their its properties or assets Assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, RBMG or the Merger or any of the Parent RBMG's Subsidiaries or any of their respective properties or assetsAssets except, except in the case of clauses (bii) and or (c) iii), for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on RBMG, its Subsidiaries, or the Surviving Corporation.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the XxxxSecurities Act, the Exchange Act, state securities or blue sky laws, the Hart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 0000 1976, as amendex (xxx "XXX Xxx"), the Securities Act filing and recordation of 1933, as amended (the "Securities Act"), the Securities Exchange Act Articles of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, by the Pennsylvania Law and executed as otherwise set forth in accordance with Section 3.6 to the relevant provisions of, the GCLZurn Disclosure Schedule, no filing withwith or notice to, and no permitpxxxxt, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by Zurn of this Agreement or the consummation by Parent or Sub Zurn of the transactions transxxxxons contemplated by the Transaction Documentshereby, except for where the xxxxure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not not, individually or in the aggregate aggregate, have a Parent Material Adverse EffectEffect on Zurn. Neither Except as set forth in Section 3.6 to the execution Zurn Disclosure Xxxedule, and assuming all filings, notificatioxx, permits, authorizations, consents and approvals referred to in the immediately preceding sentence are duly and timely obtained or made, neither the execution, delivery and performance of this Agreement by Parent or Sub Zurn nor the consummation by Parent or Sub Zurn of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, contemplaxxx hereby will (ai) conflict with xxxx or result in any breach of any provisions provision of the charter documents respective certificate or By-Laws articles of Parent incorporation or Subbylaws (or similar governing documents) of Zurn or any of its subsidiaries, (bii) result in a violation or breach xxxxch of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of indemnification, termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Zurn or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them txxx or any of their respective properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Zurn or any of the Parent Subsidiaries its subsidiaries or any of their properties respective propxxxxes or assets, except in the case of clauses (bii) and (ciii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have not had and would not have a Parent Material Adverse EffectEffect on Zurn.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities HSR Act"), the rules of the National Association of Securities Exchange Act of 1934Dealers, as amended Inc. (the "Exchange ActNASD"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, TPC Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by TPC of this Agreement or the consummation by Parent or Sub TPC of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on TPC. Neither Except as set forth in Section 2.6 of the execution TPC Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub TPC nor the consummation by Parent or Sub TPC of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubTPC, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries TPC is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries TPC or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on TPC.

Consents and Approvals; No Violations. Except for applicable Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Exon-Xxxxxx is made, (iii) the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the Proxy Statement and local regulatory filings relating to health care licensing the Offer are met and similar matters, and (iv) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required by, and executed in accordance with by the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub laws of the transactions contemplated by the Transaction DocumentsState of New York is made, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by hereby will not: (1) violate any provision of the Articles of Association of Parent or Sub with any the Certificate of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents Incorporation or By-Laws of the Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or SubSub or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (b4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them Sub or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, bound except for in the case of clauses (b3) and (c4) above for violationssuch filing, breaches permit, consent, approval or defaults violation, which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Parent Material Adverse Effectand Sub, taken as a whole, or could be reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act")of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or the Securities Act, The Nasdaq Stock Market-National Market ("Nasdaq"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and similar foreign laws relating to takeoverscompetition laws, if applicable, and filings under state securities or "blue sky laws, certain state sky" laws and local regulatory filings relating to health care licensing and similar matters, and except as set forth in Section 3.4 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions ofCompany Disclosure Schedule, the GCLexecution, no filing withdelivery or performance of this Agreement by the Company, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub the Company of the transactions contemplated hereby and compliance by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub Company with any of the provisions hereof, will hereof shall not (a) conflict with or result in any breach of any provisions of the charter organizational documents of the Company or By-Laws of Parent or Subany of its Subsidiaries, (b) require any filing by the Company or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by the Company or any of its Subsidiaries of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Company Material Adverse Effect), (c) result in a material violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement agreement, franchise, permit, concession or other instrument instrument, obligation, understanding, commitment or obligation other arrangement (collectively, "Contracts") to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or affected or (cd) violate any order, writ, injunction, injunction or decree, or any material statute, ordinance, rule or regulation regulation, applicable to Parent, any of the Parent Subsidiaries Company or any of their properties or assetsits Subsidiaries, except in the case for violations of clauses (b) and (c) for violationssuch orders, breaches writs, injunctions or defaults decrees which would not individually or in the aggregate have a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) the filing and recordation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger with the Secretary of State of the State of Georgia as required byby the GBCC, (b) obtaining the Cirronet Shareholder Approval and executed (c) otherwise as set forth in accordance with Section 3.4 of the relevant provisions of, the GCLCirronet Disclosure Schedule attached hereto, no filing or registration with, or notice to, and no permitPermit, authorization, consent or approval of, any public body court, tribunal or administrative, governmental or regulatory body, agency or authority or any other Person is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Cirronet or Sub nor for the consummation by Parent or Sub Cirronet of the transactions contemplated herebyby this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution or delivery of this Agreement by Cirronet nor compliance by Parent or Sub with any the performance of this Agreement nor the consummation of the provisions hereof, transactions contemplated hereby by Cirronet will (ai) conflict with or result in any breach of any provisions provision of the charter documents articles of incorporation or By-Laws bylaws of Parent or SubCirronet, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Cirronet Contract or other instrument or obligation to which Parent or any of the Parent Subsidiaries Cirronet is a party or by which any of them they or any of their properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries Cirronet or any of their its properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act of 1933Exchange Act, as amended (the "Securities Act")state Blue Sky laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersNASDAQ Stock Market, and the filing of an appropriate certificate the Articles of merger (the "Certificate of Merger") in such form Merger as required by, by the MBCA and executed in accordance with the relevant provisions of, the GCLTBCA, no filing with, or registration with and no permit, authorization, consent or approval of, any public body governmental entity or authority agency, is necessary for the consummation by the Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. this Agreement; Neither the execution and delivery of this Agreement or the documents and instruments to be executed and delivered pursuant hereto by the Parent or Sub and Acquisition Subsidiary nor the consummation by the Parent or Sub and Acquisition Subsidiary of the transactions contemplated hereby, nor compliance by Parent or Sub them with any of the provisions hereofhereof or thereof, will at Closing (ai) conflict with or result in any breach of any provisions provision of the charter documents Parent's Articles of Incorporation, as amended, or By-Laws of Parent or SubBylaws, as amended, (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration of or loss of a material benefit under or result in the creation of any Lien in or upon any of the properties or assets of the Parent under or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under or require any consent, approval or notice under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement guarantee, agreement, lease or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them it or any of their its properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their its properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act execution, delivery or performance of 0000 (xxx "XXX Xxx")this Agreement or the Statutory Merger Agreement by Parent and Merger Sub, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or and Merger Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents Merger or approvals the failure of which to be made any other Transactions or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the charter organizational or governing documents or By-Laws of Parent or Merger Sub, (b) require any filing or notification by Parent or any of its Subsidiaries with or to, or the obtaining of any permit, authorization, consent, approval or waiting period expiration or termination of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including such filings with the SEC as may be required to be made on behalf of Parent and Merger Sub in connection with this Agreement and the Merger, (ii) compliance with the applicable rules and regulations of the NASDAQ Global Select Market and the Prague Stock Exchange, (iii) the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, (iv) the approval of the Bermuda Monetary Authority pursuant to the Exchange Control Xxx 0000 and related regulations regarding the change of ownership of the Company, (v) the Required Competition Approvals, (vi) the Required Communications Approvals and (vii) compliance with applicable state securities or blue sky laws), (c) automatically result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right, including any right of termination, cancellation amendment, cancelation or acceleration) , under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation material contract to which Parent or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (cd) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to ParentParent or Merger Sub, any of the Parent Subsidiaries their Subsidiaries, or any of their properties or assets, ; except in the case each of clauses (b) and ), (c) for or (d) where (1) any failure to obtain such permits, authorizations, consents or approvals, (2) any failure to make such filings or (3) any such modifications, violations, rights, breaches or defaults which would not not, individually or in the aggregate have a aggregate, impair or delay in any material respect the ability of each Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger"a) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation performance by Parent or Sub the Company of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, its obligations hereunder will (ai) conflict with or result in any breach of any provisions provision of the charter documents Articles of Organization or Bythe by-Laws laws of Parent or Subthe Company; (ii) except as set forth in Schedule 3.3(a) to this Agreement, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, contract, lease or agreement or other similar instrument or obligation to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or respective assets may be boundbound (except that the Company will be required to repay its outstanding $75,000,000 12 3/4% Series B Senior Notes due November 15, 2001 (the "High Yield Notes") upon consummation ---------------- of the Merger if the Company does not satisfy the debt incurrence test contained in Section 4.04(b) of the Indenture under which the High-Yield Notes were issued (the "Company Indenture") or, if the Company does satisfy such test, will be required to offer to purchase the High-Yield Notes not later than 60 days following the Effective Time) or (ciii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Parent, any of which the Parent Subsidiaries Company or any of their properties or assetsits Subsidiaries is subject, except in excluding from the case of foregoing clauses (bii) and (ciii) for violationssuch requirements, breaches defaults, breaches, rights or defaults which violations that would not individually or not, in the aggregate aggregate, reasonably be expected to have a Parent Company Material Adverse Effect (without giving effect to clause (x) of the definition of Company Material Adverse Effect) and would not reasonably be expected to have a material adverse effect on, or materially delay, the ability of the Company to perform its obligations hereunder.

Consents and Approvals; No Violations. Except for applicable requirements The execution and delivery by Parent and Sub of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthis Agreement do not, and the filing consummation by Parent and Sub of an appropriate certificate the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any violation of, or default (with or without notice or lapse of merger time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, (i) any provision of the "partnership agreement, Certificate of Incorporation, By-laws or comparable organization documents of Parent, Sub or any Significant Subsidiaries of Parent, (ii) any loan or credit agreement, note, xxxx, xxxxxxxx, xxxxxxxxx, xxase or other agreement (other than, with respect to termination, agreements terminable at will or upon 90 days' or less notice by the terminating party), instrument, permit, concession, franchise or license applicable to Parent or any of its Significant Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liens, that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Sub or prevent or result in a third party materially delaying the consummation of the Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no . No filing or registration with, and no permit, or authorization, consent or approval of, any public body Governmental Entity is required by or authority is necessary for the consummation by with respect to Parent or Sub any of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or its Subsidiaries in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent or Sub nor or is necessary for the consummation by Parent or Sub of the Merger and the other transactions contemplated herebyby this Agreement, nor compliance by Parent except (i) in connection, or Sub in compliance, with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubHSR Act and the Exchange Act, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any the filing of the terms, conditions or provisions Certificate of any note, bond, mortgage, indenture, license, contract, agreement or Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other instrument or obligation to states in which Parent or any of the Parent its Subsidiaries is a party 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 the other transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals or state securities or "blue sky" laws, (v) such filings as may be required in connection with the taxes described in Section 6.6, (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which any of them Parent or any of their properties its Subsidiaries conducts any business or owns any property or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (cvii) for violationssuch other consents, breaches orders, authorizations, registrations, declarations and filings the failure of which to be obtained or defaults which made would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent or prevent or result in a third party materially delaying the consummation of the Merger.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the EMG Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthe HSR Act, the rules of FINRA, and the filing and recordation of an appropriate certificate of merger (the "Merger Certificate of Merger") in such form as required by, and executed in accordance with by the relevant provisions of, the GCLNGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery by EMG of this Agreement by Parent or Sub nor the consummation by Parent or Sub EMG of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on EMG. Neither the execution, delivery and performance of this Agreement by EMG nor compliance the consummation by Parent or Sub with any EMG of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents Articles of Organization or By-Laws Operating Agreement (or similar governing documents) of Parent or SubEMG, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries EMG is a party or by which any of them it or any of their its properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries EMG or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on EMG.

Consents and Approvals; No Violations. Except for applicable requirements None of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")execution, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state delivery or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery performance of this Agreement by Parent or Merger Sub nor and delivery of the Plan of Merger by Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor Merger or any of the other Transactions or compliance by Parent or Merger Sub with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the charter documents or By-Laws memorandum and articles of association of Parent or Merger Sub, ; (b) require any filing by Parent or Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act; (ii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Law; (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable Competition Law; (iv) such filings with the SEC as may be required to be made by Parent and Merger Sub in connection with this Agreement and the Transactions, including the filing of the Schedule 13E-3; (v) such filings as may be required under the rules and regulations of the NASDAQ in connection with this Agreement or the Transactions; or (vi) such filings as may be required in connection with state and local transfer Taxes); (c) result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Merger Sub is a party party; or by which (d) violate any of them Order or Law applicable to Parent, Merger Sub or any of their properties respective properties, assets or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, operations; except in the case each of clauses (b) and ), (c) for or (d) where (A) any failure to obtain such permits, authorizations, consents or approvals; (B) any failure to make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults which has not had and would not reasonably be expected to, individually or in the aggregate have a aggregate, prevent, materially delay or materially impede or impair the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities HSR Act"), the rules of the National Association of Securities Exchange Act of 1934Dealers, as amended Inc. (the "Exchange ActNASD"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, NBHC Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by NBHC of this Agreement or the consummation by Parent or Sub NBHC of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on NBHC. Neither Except as set forth in Section 2.6 of the execution NBHC Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub NBHC nor the consummation by Parent or Sub NBHC of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubNBHC, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries NBHC is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries NBHC or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on NBHC.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 0000 1934 (xxx the "XXX XxxExchange Act"), the Securities Act of 1933, as amended 1933 (the "Securities Act"), state Blue Sky laws, [the Securities Exchange Act Federal Communications Commission (the "FCC"), state public utility commissions, the Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 19341976, as amended (the "Exchange HSR Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing and recordation of an appropriate certificate of merger (the "a Certificate of Merger") in such form , as required by, and executed in accordance with the relevant provisions of, by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority authority, including courts of competent jurisdiction, domestic or foreign ("Governmental Entity"), is necessary for the consummation by Parent or Sub the Company of the transactions contemplated by this Agreement. Except as set forth in Section 4.04 of the Transaction DocumentsCompany Disclosure Schedule, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated hereby, hereby nor compliance by Parent or Sub the Company with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the charter documents Certificate of Incorporation or By-Laws Bylaws of Parent the Company or Subany of its subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent the Company or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Parentthe Company, any of the Parent Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would are not individually or in the aggregate have material to the business, operations or financial condition of the Company and its subsidiaries taken as a Parent Material Adverse Effectwhole and which will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements None of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act execution, delivery or performance of 0000 (xxx "XXX Xxx")this Agreement by Parent, Merger Sub and Partnership Merger Sub, the Securities Act consummation by Parent, Merger Sub and Partnership Merger Sub of 1933the Mergers or any of the other Transactions or compliance by Parent, as amended Merger Sub and Partnership Merger Sub with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of the "Securities Act")Parent Governing Documents, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions ofMerger Sub Governing Documents, the GCLPartnership Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Significant Subsidiary, no (b) require any filing by Parent, Merger Sub, Partnership Merger Sub or any Parent Significant Subsidiary with, and no or the obtaining of any permit, authorization, consent or approval of, any public body or authority is necessary Governmental Entity (except for the consummation by Parent or Sub (i) compliance with any applicable requirements of the transactions contemplated by Exchange Act, (ii) any filings as may be required under the Transaction DocumentsMGCL, except for the DRULPA or the DLLCA in connection with the Mergers, (iii) such filings, permits, authorizations, consents or approvals filings with the failure of which SEC as may be required to be made or obtained would not individually or by Parent, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent Mergers, or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub (vi) such filings as may be required in connection with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Substate and local transfer Taxes), (bc) result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteContract that is material to Parent, bond(d) violate any Order or Law applicable to Parent, mortgageMerger Sub, indenture, license, contract, agreement or other instrument or obligation to which Parent Partnership Merger Sub or any of the Parent Subsidiaries is a party or by which any of them Subsidiary or any of their properties properties, assets or assets may be boundoperations, or (ce) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien on any asset of Parent, any of the Parent Subsidiaries Merger Sub, Partnership Merger Sub or any of their properties or assets, Parent Subsidiaries; except in the case each of clauses (b) and ), (c), (d) for or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults which has not had and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements Other than in ------------------------------------- connection with or in compliance with the provisions of (i) the Delaware General Corporation Law which relate to the filing of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Certificate of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversMerger and other appropriate merger documents, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersany, and the filing approval of an appropriate certificate the Merger by the holders of merger 66-2/3% of the Stock (voting as one class with each share of Stock having one (1) vote), (ii) the HSR Act and other Antitrust Laws, (iii) the Securities Act, (iv) the Exchange Act, (v) the "Certificate blue sky" laws of Merger") in such form as required byvarious states, and executed in accordance with the relevant provisions of(vi) applicable Alcohol and Drug Laws, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with hereby will not: (1) violate any provision of the provisions hereof, will (a) conflict with certificate of incorporation or result in any breach of any provisions of the charter documents or Byby-Laws laws of Parent or Sub, ; (b) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which its properties or assets may be bound; (c) require Parent or Sub to make or obtain any filing with, or permit, consent or approval of, or give any notice to, any governmental or regulatory body, agency or authority; or (d) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contractfranchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Sub is a party or by which any of them Parent or any of their Sub or its properties or assets may be is bound, except for such filings, permits, consents or (c) violate any order, writ, injunction, decree, statute, rule approvals the absence of which could not reasonably be expected to prevent or regulation applicable to Parent, any materially delay consummation of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "a Certificate of Merger") in such form Merger as required by, and executed in accordance with by the relevant provisions of, the GCLDelaware General Corporation Law, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documentsthis Agreement, except for such filings, permits, authorizations, consents or approvals approvals, the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub Sub, nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws Bylaws of Parent or SubSub or any similar documents of the Parent Subsidiaries, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect. No filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, in connection with the acquisition of the Company Shares pursuant to this Agreement, and the Board of Directors of Parent has determined in reliance on the valuation of Xxxxxxx Xxxxx & Associates, Inc. ("Xxxxxxx Xxxxx") in accordance with 16 C.F.R. ss.801.10 that the aggregate fair market value of such voting securities to be acquired pursuant to this Agreement is less than $50,000,000.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state "blue sky sky" laws, certain state the HSR Act or any other antitrust law and local regulatory filings relating to health care licensing and similar matters, and the (b) for filing of an appropriate certificate of merger (the "Certificate Articles of Merger") in such form as required by, and executed in accordance with none of the relevant provisions ofexecution, delivery or performance of this Agreement by Parent, Merger Sub or Merger Partnership, the GCLconsummation by Parent, no Merger Sub or Merger Partnership of the Mergers or compliance by Parent, Merger Sub or Merger Partnership with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of Parent, Merger Sub or Merger Partnership, (ii) require any filing by Parent, Merger Sub or Merger Partnership with, and no notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubGovernmental Entity, (biii) require any consent or notice under, result in a violation or breach by Parent, Merger Sub or Merger Partnership of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, result in the triggering of any payment, or result in the creation of any lien or other encumbrance on any property or asset of Parent, Merger Sub or Merger Partnership pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement agreement, permit, franchise or other instrument or obligation or material contract to which Parent Parent, Merger Sub or any of the Parent Subsidiaries Merger Partnership is a party or by which any of them they or any of their respective properties or assets may be bound, bound or (civ) violate any orderLaws, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of excluding from the Parent Subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not which, individually or in the aggregate aggregate, (A) would not prevent or materially delay consummation of the Mergers, (B) would not otherwise prevent or materially delay performance by Parent, Merger Sub or Merger Partnership of its material obligations under this Agreement or (C) do not have and would not reasonably be likely to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state Company’s representations and local regulatory filings relating to health care licensing warranties contained in Section 3.4(b) and similar matters, Sellers’ representations and the filing of an appropriate certificate of merger (the "Certificate of Merger") warranties contained in such form as required by, and executed in accordance with the relevant provisions of, the GCLSection 4.2, no filing material notices to, filings with, and no permit, or authorization, consent or approval of, of any public body or authority Governmental Entity is necessary for the execution, delivery or performance by Parent and Merger Sub of this Agreement or the Ancillary Documents to which Parent or Merger Sub are a party or the consummation by Parent or and Merger Sub of the transactions contemplated by the Transaction Documentshereby or thereby, except for such filings(i) compliance with and filings under the HSR Act and applicable Other Antitrust Laws, permits, authorizations, consents or approvals (ii) the failure filing of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse EffectCertificate of Merger and (iii) those set forth on Schedule 5.3. Neither the execution and execution, delivery or performance by Parent or Merger Sub of this Agreement by and the Ancillary Documents to which Parent or Merger Sub is a party nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the charter documents Parent’s or By-Laws of Parent or Merger Sub’s Governing Documents, (b) except as set forth on Schedule 5.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to Parent, Parent or Merger Sub or any of the Parent Parent’s Subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and (c) above, for violations, breaches or defaults violations which would not individually prevent or in materially delay the aggregate have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. Except for filings, consents and approvals and terminations of waiting periods as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCLHSR Act or comparable Laws in other jurisdictions, and other than customary updates to the Form ADV of BAM and/or Buckingham Strategic Wealth, as the case may be, no filing withwith or notice to, and no permit, authorization, consent or approval of, or order of, any public body or authority Governmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent or Sub and Newco of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually prevent or in materially delay the aggregate have a Parent Material Adverse Effectconsummation of the transactions contemplated hereby. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Sub Newco nor the consummation by Parent or Sub Newco of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the charter documents certificate of incorporation or By-Laws bylaws (or similar governing documents) of either Parent or SubNewco, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which either Parent or any of the Parent Subsidiaries Newco is a party or by which any of them Parent or Newco or any of their its respective properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, Law, statute, rule or regulation applicable to Parent, Parent or Newco or any of the Parent Subsidiaries its Affiliates or any of their respective properties or assets, except except, in the case of clauses (b) and (c) above, for violationsviolations that would not, breaches or defaults which would not individually or in the aggregate have aggregate, reasonably be expected to be material to Parent and its Subsidiaries, taken as a Parent Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended 1933 (the "Securities Act"), the Securities Exchange Act of 1934DGCL, as amended (the "Exchange HSR Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain laws and any applicable state and local regulatory filings relating to health care licensing and similar matters, takeover laws and the filing approval by Parent's stockholders of an appropriate the issuance of Parent Common Stock in the Merger, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby nor compliance by Parent and Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of merger incorporation or by-laws of Parent and Sub, (the "Certificate of Merger"ii) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity (except where the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in the aggregate have a material adverse effect on Parent Material Adverse Effect. Neither and its Subsidiaries or would not, or would not be reasonably likely to, materially impair the execution ability of Parent and delivery of this Agreement by Parent Sub to consummate the Offer, the Merger or Sub nor the consummation by Parent or Sub of the other transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Subthereby), (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent its Subsidiaries or any of their properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would not individually or in the aggregate have a material adverse effect on Parent Material Adverse Effectand its Subsidiaries or would not, or would not be reasonably likely to, materially impair or the ability of Parent or Sub to consummate the Offer, the Merger or the other transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the rules and local regulatory regulations of Nasdaq, the HSR Act, any filings relating to health care licensing and under similar matters, merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of an appropriate certificate the Agreement of merger (Merger or the "Certificate of Merger") in such form Ownership as required by, by the CCC and executed in accordance with the relevant provisions of, Certificate of Merger or the GCLCertificate of Ownership and Merger as required by the DGCL, no material filing withwith or notice to, and no material permit, authorization, consent or approval of, of any public body or authority Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Sub Acquisition of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effecthereby. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Sub Acquisition nor the consummation by Parent or Sub Acquisition of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents Certificates of Incorporation or By-Laws bylaws (or similar governing documents) of Parent or SubAcquisition, (bii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of the Parent Subsidiaries Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, are bound or (ciii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of the Parent Subsidiaries Parent's other subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act filing of 0000 (xxx "XXX Xxx")a registration statement pursuant to the Registration Rights Agreement, under the Securities Act of 1933, as amended (the "“Securities Act"), the Securities Exchange Act of 1934, as amended ”) and (the "Exchange Act"), state b) filings or foreign laws relating to takeovers, if applicable, approvals required under state securities or “blue sky sky” laws, certain state neither the execution and local regulatory filings relating to health care licensing and similar mattersdelivery of this Agreement, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated hereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of BCE or any of its subsidiaries involved in the transactions contemplated by this Agreement, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BCE or any of such subsidiaries (including TMI Delaware) or their respective properties or assets, including, but not limited to, the Transaction MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the filing of a registration statement pursuant to the Registration Rights Agreement, except for such filings, permits, authorizations, consents under the Securities Act and (b) filings or approvals the failure required under state securities or “blue sky” laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to BCE or any of which to be made or obtained would not individually or its subsidiaries (including TMI Delaware) in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent BCE or Sub nor the consummation by Parent BCE or Sub any subsidiary of BCE of the transactions contemplated hereby, nor compliance by Parent except for such consents, authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent BCE Material Adverse Effect.

Consents and Approvals; No Violations. Except for Neither the execution, delivery and performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) conflict with or result in any breach of any provisions of the charter, by-laws or other organizational documents of the Company or any Subsidiary of the Company, (ii) require a filing with, or a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (a "Governmental Entity"), except in connection with or in order to comply with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), and those other governmental approvals specifically set forth on Schedule 4.4 (the "Other Governmental Approvals"), for the filing of a registration statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act")) with respect to Parent Common Stock and Parent Preferred Stock to be offered to the holders of Company Common Stock and Company Preferred Stock, the filing of the Proxy Statement-Prospectus under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state filings or foreign laws relating to takeovers, if applicable, approvals required under state securities or "blue sky sky" laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Subthe National Association of Securities Dealers (the "NASD") and the filing and recordation of the Certificate of Merger as required by the DGCL, (biii) except as set forth on Schedule 4.4 hereto, require any consent or approval under, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind or right of others of whatever nature ("Liens"), on any property or asset of the Company or any Subsidiary of the Company pursuant to, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement agreement, arrangement or other instrument or obligation obligation, whether written or oral (each, a "Contract"), to which Parent the Company or any Subsidiary of the Parent Subsidiaries Company is a party or by which any of them it or any of their respective properties or assets may be bound, bound or (civ) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Parent, the Company or any Subsidiary of the Parent Subsidiaries Company or any of their respective properties or assets, except except, in the case of clauses (bii), (iii) and (c) for iv), where failures to make such filing or obtain such authorization, consent or approval could not reasonably be expected to have, or where such violations, breaches or defaults which would or Liens could not individually or reasonably be expected to have, in the aggregate have aggregate, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) applicable requirements of and filings with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), SEC under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversincluding the Proxy Statement and the Form N-14 and declaration of effectiveness of the Form N-14, if applicable(b) filings with the NASDAQ, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and (c) the filing of an appropriate certificate of merger (the "Certificate of First Merger and the Certificate of Second Merger", (d) in such form as required byapplicable requirements under corporation or “blue sky” laws of various states, and executed in accordance (e) compliance with the relevant provisions ofInvestment Company Act and (f) any consents, the GCL, no filing with, and no permit, authorization, consent approvals or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which filings referred to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither Disclosure Letter, neither the execution and execution, delivery or performance of this Agreement by Parent or Sub and the Merger Subs nor the consummation by Parent or Sub and the Merger Subs of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in violate any breach of any provisions provision of the charter documents or By-Laws bylaws (or equivalent organizational documents) of Parent or Subany of its Subsidiaries, (bii) assuming that the consents, approvals and filings referred to in the Parent Disclosure Letter are duly obtained and/or made, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent its Subsidiaries is a party or by which party, (iii) assuming that the consents, approvals, and filings referred to in the Parent Disclosure Letter are duly obtained and/or made, violate any of them Law applicable to Parent or any of their properties its Subsidiaries or assets may be bound(iv) require on the part of Parent or the Merger Subs any filing or registration with, notification to, or (c) violate any orderauthorization, writ, injunction, decree, statute, rule consent or regulation applicable to Parentapproval of, any of the Parent Subsidiaries or any of their properties or assets, Governmental Entity; except in the case of clauses (bii), (iii) and (civ) for such violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for all ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934DGCL, as amended (the "Exchange HSR Act"), state or foreign laws relating to takeovers, if applicable, state securities or "blue sky sky" laws, certain state takeover laws and local state insurance regulatory filings relating to health care licensing laws and similar matterscommissions, and except as may result from any facts or circumstances relating solely to the filing Company or its affiliates, neither the execution, delivery or performance of an appropriate this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby nor compliance by Parent and Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of merger incorporation or by-laws of Parent, any of its subsidiaries or Sub, (the "Certificate of Merger"ii) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction DocumentsGovernmental Entity, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect. Neither Effect on Parent and its subsidiaries taken as a whole and would not materially impair the execution ability of Parent and delivery of this Agreement by Parent Sub to consummate the Merger or Sub nor the consummation by Parent or Sub of the other transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, loss or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other similar instrument or obligation to which Parent or Parent, any of the Parent Subsidiaries its subsidiaries or Sub is a party or by which any of them or any of their properties or assets may be bound, (iv) result in the creation or imposition of any Lien on any asset of Parent or its subsidiaries or (cv) violate any order, writ, injunction, decree, judgment, law, ordinance, statute, rule or regulation applicable to Parent, any of the Parent its Significant Subsidiaries or Sub or any of their properties or assets, except in the case of clauses (biii), (iv) and (cv) for violations, breaches breaches, defaults, or defaults rights of termination, cancellation, loss or acceleration, or creations of Liens, which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent and its subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act transactions contemplated hereby will (i) conflict with or result in any breach of 0000 (xxx "XXX Xxx"), any provision of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate respective certificate of merger incorporation or bylaws of Parent and Sub, (the "Certificate of Merger"ii) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, Governmental Entity except for such filings, permits, authorizations, consents and approvals as may be contemplated elsewhere herein or approvals required under the failure of which Securities Act, the Exchange Act and the rules and regulations promulgated thereunder and by the Nasdaq Global Market with respect to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub issuance of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubStock Consideration, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Sub is a party or by which any either of them or any of their respective properties or assets may be bound; provided, that Parent obtains the consent of Xxxxxxx Xxxxx Business Financial Services (“MLBFS”) under that certain WCMA Loan and Security Agreement, dated as of June 25, 2004, by and among Parent and MLBFS (the “WCMA Agreement”) to the transactions contemplated by this Agreement or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or Sub or any of their respective properties or assets, except in the case of clauses clause (biii) and (civ) for violations, breaches or defaults which would not that do not, individually or in the aggregate aggregate, have a Parent Material Adverse EffectEffect on the Parent or adversely affect the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for ------------------------------------- applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicablethe rules and regulations of NASDAQ, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing and recordation of an appropriate certificate of merger (the "a Certificate of Merger") in such form Merger as required by, and executed in accordance with the relevant provisions of, by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or and Sub of the transactions contemplated by this Agreement, the Transaction DocumentsParent Option Agreement and the Company Option Agreement. Except as set forth on Schedule 4.5, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement, the Parent Option Agreement or the Company Option Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated herebyhereby or thereby, nor compliance by Parent or Sub with any of the provisions hereof, hereof or thereof will (a) conflict with or result in any breach of any provisions of the charter documents Certificate of Incorporation or By-Laws of Parent or of Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) ------------------------------------- applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state including the filing with and clearing by the SEC of the Form S-4, (b) the filing of a Pre-Merger Notification and Report Form by Old Davel and the expiration or foreign laws relating to takeoverstermination of the waiting period under the HSR Act, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, (c) the filing of the PhoneTel Certificate of Merger as required by Ohio Law and the filing of an appropriate certificate the Davel Articles of merger (the "Certificate of Merger") in such form Merger as required byby Illinois Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Transaction, (e) filings with the Nasdaq Stock Market to permit the shares of New Davel Common Stock that are to be issued in the Transaction to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance, and executed in accordance with to continue to be listed on the relevant provisions ofNasdaq Stock Market following the Closing Date, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required by state public utility or public service commissions or under the GCLcorporation, takeover or blue sky laws of various states, no filing withwith or prior notice to, and no permit, authorization, consent or approval of, of any public body or authority Governmental Entity is necessary for the consummation by Parent Old Davel, New Davel, D Sub or P Sub of the transactions contemplated by Transaction. Except as set forth -27- in Section 4.05 of the Transaction DocumentsDavel Disclosure Letter, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Parent Old Davel, New Davel, D Sub or Sub P Sub, nor the consummation by Parent Old Davel, New Davel, D Sub or P Sub of the transactions contemplated hereby, Transaction nor compliance by Parent Old Davel, New Davel, D Sub or P Sub with any of the provisions hereof, will (ai) conflict with or result in any breach violation of any provisions provision of the charter documents articles of incorporation or By-Laws bylaws, or comparable organizational documents, of Parent Old Davel or Subany Davel Subsidiary, (bii) at the PhoneTel Effective Time, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, mortgage indenture, license, contract, agreement or other instrument or obligation to which Parent Old Davel or any of the Parent Subsidiaries Davel Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, or (ciii) subject to the governmental filings and other matters referred to above in this Section 4.05, violate any Federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Old Davel or any of the Parent Subsidiaries Davel Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (bii) and (ciii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, be reasonably expected to have a Parent Davel Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthe Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, and the filing of an appropriate certificate of merger as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate of Merger") in such form as required byby the NGCL, and executed in accordance with as set forth on Schedule 2.5 of the relevant provisions of, the GCL, PCG Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by PCG of this Agreement or the consummation by Parent or Sub PCG of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on PCG. Neither Except as set forth in Section 2.5 of the execution and PCG Disclosure Schedule, neither the execution, delivery nor performance of this Agreement by Parent or Sub PCG nor the consummation by Parent or Sub PCG of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Certificate of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubPCG, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries PCG is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries PCG or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on PCG.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky lawsLaws, certain state the HSR Act, any other Antitrust Law, the filing and local regulatory filings relating acceptance for record of the Articles of Merger as required by the MGCL, as otherwise set forth in Section 4.7 to health care licensing and similar mattersthe Parent Disclosure Schedule, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form other filings, permits, authorizations, consents and approvals which, if not obtained or made, are not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as required by, and executed in accordance with the relevant provisions of, the GCL, a whole no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the Option Agreement or the consummation by Parent or Merger Sub of the transactions contemplated by the Transaction Documentshereby or thereby. The execution, except for such filingsdelivery, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery performance of this Agreement and the Option Agreement by Parent or Merger Sub nor and the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby and thereby will (a) conflict with or not result in any breach violation of any provisions of the charter documents or By-Laws of Parent or Subconflict with, (b) result in constitute a violation or breach of, or constitute default under (with or without due notice or lapse of time or both) a default (), require any consent, waiver or give rise to notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right of termination, cancellation or acceleration) obligation under, (i) the respective certificate or articles of incorporation or bylaws of Parent or the charter and bylaws of Merger Sub, (ii) any of the termsagreement, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement lease, permit or other instrument obligation or obligation right to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which any of them their respective assets or any of their properties or assets may be is bound, or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assetsLaw, except in the case of clauses (bii) and or (ciii) for violationswhere any of the foregoing is not reasonably expected to have, breaches or defaults which would not individually or in the aggregate have aggregate, a Parent Material Adverse EffectEffect on Parent and its subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements of the XxxxHaxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1900 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state franchise, securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing and recordation of an appropriate certificate of merger (the "a Certificate or Articles of Merger") in such form , as the case may be, as required by, by the PBCL and executed in accordance with the relevant provisions of, the GCLDGCL, no filing with, and no permit, authorization, consent or approval of, any public or governmental body or authority is necessary for the consummation by Parent or Sub SCC of the transactions contemplated by the Transaction Documentsthis Agreement except where a failure to make such filing or to obtain such permit, except for such filingsregistration, permitsauthorization, authorizations, consents consent or approvals the failure of which to be made or obtained would approval will not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub SCC, nor the consummation by Parent or Sub SCC of the transactions contemplated hereby, nor compliance by Parent or Sub SCC with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents Articles of Incorporation or By-Laws laws of Parent SCC or Subany of its subsidiaries, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationchange in the award, grant, vesting or determination) under, or give rise to creation of any lien, charge, security interest or encumbrance upon any of the respective properties or assets of SCC or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, agreement lease, agreement, arrangement or other instrument or obligation to which Parent SCC or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or affected or (c) violate any order, writ, injunction, decree, statute, rule or regulation of any court or government authority applicable to ParentSCC, any of the Parent Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches breaches, defaults (or defaults rights of termination, cancellation, acceleration or change), liens, charges, security interests or encumbrances which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for applicable requirements (i) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (ii) the receipt of the Shareholder Approval and (iii) Permits, Orders, filings, declarations and registrations as may be required (A) under the Exchange Act, including the filing with the SEC of the preliminary proxy statement, the Proxy Statement and any related filings under Section 14 of the Securities Exchange Act, (B) under the Securities Act, including pursuant to the Securities Act to deregister the Company’s securities that are registered under the Exchange Act, (C) pursuant to the rules and regulations of the Nasdaq Stock Market (“Nasdaq”), (D) by the SEC, (E) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities “HSR Act"”), and any other applicable Antitrust Laws and FDI Laws and (F) under the Securities Exchange Act Takeover Statutes and state securities and “blue sky” laws, no Permits or Orders of, or filings, declarations or registrations with, any federal, state, provincial, local, municipal, foreign or other governmental body or instrumentality or any court, tribunal, administrative or regulatory agency, governmental or regulatory committee or commission or other similar governmental entity under or for the account of 1934any of the foregoing, as amended including any subdivisions of the foregoing, domestic or foreign (the "Exchange Act"each a “Governmental Entity”), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is are necessary for the consummation by Parent or Sub the Company of the transactions contemplated by the Transaction DocumentsTransactions, except for other than such other Permits or Orders of, or filings, permitsdeclarations or registrations with, authorizationsa Governmental Entity that, consents or approvals the failure of which to be if not obtained, made or obtained given, would not reasonably be expected to, individually or in the aggregate aggregate, have a Parent Company Material Adverse Effect. Neither Effect or prevent or materially impair the execution and delivery ability of the Company to perform its obligations under this Agreement or to consummate the Transactions by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectOutside Date.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the ------------------------------------- execution and delivery of this Agreement by Parent or Sub Seller nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance hereby by Parent or Sub with any of the provisions hereof, Seller will (a) conflict with or result in violate any breach of any provisions provision of the charter documents certificate of incorporation or Byby-Laws laws (or other comparable governing documents) of Parent Seller, the Companies or Subthe Company Subsidiaries, (b) require any consent, waiver, approval, license, authorization or permit of, or filing with or notification to, any Federal, state, local or foreign government, executive official thereof, governmental or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), except for (i) filings with the Federal Trade Commission (the "FTC") and with the Antitrust Division of the United States Department of Justice (the "DOJ") pursuant to the HSR Act, and the rules and regulations promulgated thereunder and (ii) such consents, waivers, approvals, authorizations, permits, filings or notifications which, if not obtained or made, will not, in the aggregate, have a Material Adverse Effect, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, mortgage, indentureencumbrance, license, government registration, contract, lease, franchise, permit, agreement or other instrument or obligation to which Parent or any of Seller, the Parent Companies or the Company Subsidiaries is a party or by which any of them Seller, the Companies or the Company Subsidiaries or any of their respective properties or assets may be bound, except such violations, breaches and defaults which, in the aggregate, will not have a Material Adverse Effect or (cd) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to ParentSeller, any of the Parent Companies or the Company Subsidiaries or by which any of their respective properties or assetsassets may be bound, except such violations which, in the case of clauses (b) and (c) for violationsaggregate, breaches or defaults which would will not individually or in the aggregate have a Parent Material Adverse Effect.