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

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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 the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation performance by it each of the transactions contemplated hereby nor compliance by it with any Parent and Purchaser of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of its certificate the articles of incorporation or by-lawsbylaws (or other governing or organizational documents) of Parent or Purchaser, as the case may be, or (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, 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, indenture, guaranteeletter of credit, other evidence of indebtedness, leaseguarantee, license, contract, lease or agreement or other similar instrument or obligation to which the Stockholder any of Parent or Purchaser is a party or by which it any of them or any of its properties the respective assets used or assets held for use by any of them may be bound or (iviii) 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 it which either Parent or any of its properties or assetsPurchaser is subject, except in excluding from the case of foregoing clauses (ii) and (iii) and (iv) for violationssuch requirements, breaches or defaults, breaches, rights or rights of terminationviolations (A) that would not, amendmentin the aggregate, cancellation or acceleration, which reasonably be expected to have a Parent Material Adverse Effect and would not materially impair reasonably be expected to have a material adverse effect on the ability of the Stockholder either Parent or Purchaser to consummate the transactions contemplated herebyhereby or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, set forth in Schedule 4.3.3(a) of the HSR Act and any applicable state takeover lawsBuyer Disclosure Schedule, neither the execution, execution and delivery or performance of this Agreement by the Stockholder nor the consummation performance by it Buyer of the transactions contemplated hereby nor compliance by it with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of its the certificate of incorporation formation or by-laws, operating agreement (or other governing or organizational documents) of Buyer or (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, 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 of, any note, bond, mortgage, indenture, guaranteeletter of credit, other evidence of indebtedness, leaseguarantee, license, contract, lease or agreement or other similar instrument or obligation to which the Stockholder Buyer or any of its Subsidiaries is a party or by which it any of them or any of its properties or their assets may be bound or (iviii) 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 it which Buyer or any of its properties or assetsSubsidiaries is subject, except in excluding from the case of foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.3.3(b) of the Buyer Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Buyer or the performance by Buyer of its obligations hereunder, except (i) the filing of the Articles of Merger in accordance with the MGCL and the Certificate of Merger in accordance with the DLLCA and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) for violationsany Tax Returns that may be required in connection with the Merger and (v) such other consents, breaches approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or defaults, or rights of termination, amendment, cancellation or acceleration, which made would not materially impair reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the Stockholder business or activities in which the Company or any of its affiliates is or proposes to consummate be engaged or any acts or omissions by, or facts pertaining to, the transactions contemplated hereby.Company. 4.3.4

Consents and Approvals; No Violations. Except for the Parent Stockholder Approval, the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act Act, the Exchange Act, the Securities Act, and any applicable state takeover blue sky laws, neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by the Stockholder Parent and Sub nor the consummation by it Parent and Sub of the transactions contemplated hereby or thereby nor compliance by it Parent and Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of its certificate the respective certificates of incorporation or by-lawslaws of Parent, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, license, contract, agreement or other instrument or obligation to which the Stockholder Parent or any of its Subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in the case of clauses (ii), (iii) and (iv) for where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaultsdefaults would not, individually or rights of terminationin the aggregate, amendment, cancellation or acceleration, which would have a material adverse effect on Parent and will not materially impair the ability of the Stockholder Parent or Sub to consummate the transactions contemplated herebyhereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and other no Permit of or from, any Governmental Entity is required on the part of Trimble or the Company for the execution and delivery by Trimble or the Company, as applicable, of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, except compliance with the applicable requirements of, of the HSR Act and any applicable state takeover lawsnon-U.S. Laws listed on Schedule 7.4(d)(i)(B). Assuming compliance with the items described in the preceding sentence, neither the execution, delivery or and performance of this Agreement by Trimble or the Stockholder Company nor the consummation by it the Trimble Group or the Company of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) conflict with or result in any breach breach, violation or infringement of any provision of its certificate the Organizational Documents of incorporation Trimble or by-lawsthe Company, as applicable, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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) 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 Contract to which Trimble or the Stockholder Company, as applicable, is a party or by which it or any of its respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it Trimble or any of the Company, as applicable, or its properties or assets, except in the case of each of clauses (iiib) and (iv) c), for breaches, violations, breaches or defaults, Liens, rights or rights of termination, amendment, cancellation or acceleration, which infringements that would not reasonably be expected to (i) prevent or materially delay any of the transactions contemplated hereby or (ii) materially impair the ability of Trimble or the Stockholder Company, as applicable, to consummate the transactions contemplated herebyperform its obligations under 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 HSR Exchange Act (including the filing with the SEC of the Offer Documents), the MBCL and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by or the Stockholder Agreement by Parent and Sub, nor the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof or thereby will (i) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-lawslaws of Parent and Sub, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate Offer and/or the transactions contemplated herebyMerger), (iii) result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtednesslicense, lease, license, contract, agreement or other instrument or obligation to which the Stockholder Parent or any of its subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaultsdefaults which could not, individually or rights of terminationin the aggregate, amendment, cancellation be reasonably expected to prevent or acceleration, which would not materially impair delay the ability consummation of the Stockholder to consummate Offer and/or the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (a) Other than as may be required under, and other applicable requirements ofset forth on Section 4.2(a) of the Target Disclosure Letter, the HSR Act execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Target do not, the Stockholder nor execution and delivery by Target of the Ancillary Agreements to be executed and delivered by Target as contemplated hereby will not and the consummation by it Target of the transactions contemplated hereby nor compliance by it with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) 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, amendmentcancellation, cancellation payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of Target or any of its Subsidiaries (taken as a whole), except for Permitted Liens, under: (i) any provision of the Organizational Documents of Target or any of its Subsidiaries; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation Material Contract to which the Stockholder is a party or by which it Target or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be is bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iiiii) and (iviii) above, for such violations, filings, permits, consents, approvals, notices, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, conflicts which would not materially impair individually or in the ability of the Stockholder aggregate be reasonably expected to consummate the transactions contemplated herebyhave a Material Adverse Effect with respect to Target.

Consents and Approvals; No Violations. Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (the "Sub Disclosure Schedule") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover lawsthe DGCL, neither the execution, delivery or performance of this Agreement by the Stockholder Parent or Sub nor the consummation by it Parent or Sub of the transactions contemplated hereby nor compliance by it Parent or Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or the bylaws of Parent or its certificate of incorporation or by-lawsSubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where on the failure to obtain such permits, authorizations, consents part of Parent or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)its Subsidiaries, (iii) result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any notecontracts, bondagreements, mortgagecommitments, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation instruments and guarantees to which the Stockholder Parent or its Subsidiaries is a party or by which it or any of its properties or assets may be bound party, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation Legal Requirement applicable to it Parent or any of its properties or assetsSubsidiaries, except in the any case referred to in any of clauses (iiiii) and through (iv) for violationsabove which, breaches individually or defaultsin the aggregate, or rights of termination, amendment, cancellation or acceleration, which would not materially impair reasonably be expected to result in a material adverse effect on the ability of the Stockholder Parent and Sub to perform their obligations under this Agreement or consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (1) as may be required under, and other applicable requirements of, the HSR Exchange Act (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any applicable state takeover lawsrequired approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")), and (2) with the Secretary of the Commonwealth of Massachusetts, neither the execution, delivery or performance of this Agreement by the Stockholder Company nor the consummation by it the Company of the transactions contemplated hereby will require any filing with, notice to, or Permit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"). Neither the execution, delivery or performance of this Agreement by the Company nor compliance the consummation by it with any the Company of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the Articles of Organization or By-laws of the Company or any of its certificate of incorporation or by-lawsSubsidiaries, (iib) require result in the creation or imposition of any filing with, Liens upon the properties or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability assets of the Stockholder to consummate the transactions contemplated hereby)Company or any Subsidiary, (iiic) except as set forth on Schedule 4.5, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation cancellation, acceleration or accelerationright of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) 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 Commitment (as defined in Section 4.10) to which the Stockholder Company or any of its Subsidiaries is a party or by which it the Company's or any of its Subsidiaries' properties or assets may be bound or bound, (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it the Company or any of its Subsidiaries or any of their respective properties or assetsassets or (e) result in the loss, forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the case of clauses (iiic), (d) and or (ive) for failures to fulfill requirements, losses, forfeitures, revocations, diminutions, violations, breaches or defaultsdefaults that, individually or rights of terminationin the aggregate, amendment, cancellation or acceleration, which have not had an adverse effect that has not been cured and reasonably would not materially impair be expected to have an adverse effect or prevent or delay the ability consummation of the Stockholder to consummate Offer and/or the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other the applicable requirements of, of the HSR Exchange Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it Laws of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will Cayman Islands, (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (except where is necessary on the failure to obtain such permitspart of each of Parent or Merger Sub for the execution, authorizations, consents delivery and performance of this Agreement by each of Parent and Merger Sub or approvals or to make such filings would not materially impair the ability consummation by each of the Stockholder to consummate Parent and Merger Sub of the transactions contemplated hereby); and (ii) neither the execution, delivery or performance of this Agreement by each of Parent and Merger Sub nor the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, nor compliance by each of Parent and Merger Sub with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any Contract binding on each of Parent and Merger Sub or each of their properties or assets, (iiiB) conflict with or violate any provision of the organizational documents of each of Parent and Merger Sub, (C) result in a any breach or violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration) underresult in the creation of a Lien on such property or asset of each of Parent or Merger Sub pursuant to, 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 Contract to which the Stockholder Parent or Merger Sub is a party or by which it Parent or Merger Sub or any of its their properties or assets may be is bound or affected, or (ivD) violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to it each of Parent and Merger Sub or any of its their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except No Permit of, with or from, any Governmental Entity is required on the part of (a) AGCO for filings, permits, authorizations, consents the execution and approvals as may be required underdelivery by AGCO of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and other the consummation of the transactions contemplated hereby and thereby, except, (i) as listed on Section 4.4 of the AGCO Disclosure Schedule; (ii) compliance with any applicable requirements of, of the HSR Act and any applicable state takeover lawsnon-U.S. Laws listed on Schedule 7.4(d)(i)(B); or (iii) any such Permit, the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to have a JCA Material Adverse Effect. Assuming compliance with the items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof AGCO will (iA) conflict with or result in any breach or violation of any provision of its certificate of incorporation or by-lawsOrganizational Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiiB) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation cancellation, change in terms 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 the Stockholder is a party or by which it or any of its properties or assets may be bound JCA Material Contract or (ivC) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it or any of its properties or assetsAGCO, except in the case of each of clauses (iiiB) and (iv) C), for breaches or violations, breaches or defaults, Liens or rights of termination, amendment, cancellation or acceleration, which that would not materially impair reasonably be expected to have, individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate, a JCA Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation performance by it Parent or Merger Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof its respective obligations hereunder will (i) conflict with or result in any breach of any provision of its certificate the Certificate of incorporation Incorporation or by-lawsBylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, 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, indenture, guaranteeletter of credit, other evidence of indebtedness, leaseguarantee, license, contract, lease or agreement or other similar instrument or obligation to which the Stockholder Parent or Merger Sub is a party or by which it any of them or any of its properties the respective assets used or assets held for use by any of them may be bound or (iviii) 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 it which Parent or any of its properties or assetsMerger Sub is subject, except in excluding from the case of foregoing clauses (ii) and (iii) and (iv) for violationssuch requirements, breaches or defaults, breaches, rights or rights of terminationviolations (A) that would not, amendmentin the aggregate, cancellation or acceleration, which reasonably be expected to have a Parent Material Adverse Effect and would not materially impair reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Stockholder to consummate the transactions contemplated herebyCompany.

Consents and Approvals; No Violations. Except for filingsas set forth in Section 5.3 of the ARG Disclosure Schedule, permits, authorizations, consents and approvals as may be required underno filing with or notice to, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any filing with, or no permit, authorization, consent or approval of, any Governmental Entity (or any other Person is necessary for the execution and delivery by the ARG Trust of this Agreement or the consummation by the ARG Trust of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not materially impair have an ARG Trust Material Adverse Effect. Neither the ability execution, delivery and performance of this Agreement by the Stockholder to consummate ARG Trust nor the consummation by the ARG Trust of the transactions contemplated hereby)hereby will (a) conflict with or result in any breach of any provision of the governing documents of the ARG Trust, (iiib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or result in the creation of a Lien on any property or asset of the ARG Trust, or trigger any rights of first refusal) 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 the Stockholder ARG Trust is a party or by which it the ARG Trust or any of its properties or assets may be bound bound, or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it the ARG Trust or any of its properties or assets, except in the case of clauses (iiib) and or (ivc) above for violations, breaches breaches, defaults or defaultsother occurrences that would not, individually or rights of terminationin the aggregate, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave an ARG Trust 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(a) Assuming the Governmental Approvals set forth on Section 2.03 of the Seller Disclosure Letter have been obtained, the HSR Act execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by the Stockholder nor Seller and, if applicable, its Subsidiaries, and the consummation by it Seller and, if applicable, its Subsidiaries of the transactions contemplated hereby nor compliance by it with any of the provisions hereof and thereby do not and will not (i) violate or conflict with or result in any breach of any provision of its certificate their respective certificates or articles of incorporation incorporation, bylaws or by-lawscode of regulations (or the comparable governing documents), (ii) require violate or conflict with any filing with, Law or permit, authorization, consent or approval of, Order of any Governmental Entity (except where the failure Authority applicable to obtain such permits, authorizations, consents Seller or approvals any of its Subsidiaries or by which any of their respective properties or assets that will be Conveyed to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Acquiror, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, amendment, cancellation or acceleration) , or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any noteRochas Material Contract, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except excluding in the case of clauses (iiiii) and through (iv) for above, conflicts, violations, breaches or breaches, defaults, or rights of terminationterminations, amendmentcancellations, cancellation accelerations, creations and impositions of Security Interests, increases or acceleration, losses which would not materially impair reasonably be expected, individually or in the ability of aggregate, to be material to the Stockholder to consummate the transactions contemplated herebyRochas Business.

Consents and Approvals; No Violations. Except for filingsapplicable requirements of the HSR Act, permits, authorizations, consents and approvals as may be required underno filing with, and other applicable requirements no Permit, authorization, consent or approval of, any public body or authority is necessary for the HSR Act and any applicable state takeover lawsconsummation by the Company or the Operating Subsidiaries of the transactions contemplated by this Agreement. Except as set forth on Schedule 3.4, neither the execution, execution and delivery or performance of this Agreement by the Stockholder Company or the Operating Subsidiaries nor the consummation by it the Company and the Operating Subsidiaries of the transactions contemplated hereby hereby, nor compliance by it the Company and the Operating Subsidiaries with any of the provisions hereof hereof, will (a) require any consent or approval of any third party, (b) result in the imposition of any Encumbrance against any Asset, or (c) result in a violation or breach of, or conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment to which the Company or any of the Operating Subsidiaries is a party or by which the Company or any of the Operating Subsidiaries or any of their respective assets or properties are bound or encumbered, except (i) those that have already been given, obtained or filed, or (ii) with respect to clauses (a) and (c) above, such consents, approvals, violations, breaches, conflicts, or defaults which would not, individually or in the aggregate, have a material adverse effect on the Company, the Operating Subsidiaries, the Assets or the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Company and the Operating Subsidiaries, nor the consummation by the Company and the Operating Subsidiaries of the transactions contemplated hereby, nor compliance by the Company and the Operating Subsidiaries with any of the provisions hereof, will (i) conflict with or result in any breach of any provision provisions of its certificate the organizational documents of incorporation the Company or by-laws, any Operating Subsidiary or (ii) require violate in any filing with, or permit, authorization, consent or approval of, material respect any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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 the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any orderexisting Order, writ, injunction, decree, statute, rule statute or regulation Regulation applicable to it the Company or any Operating Subsidiary or any of its their respective properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the Consents from Governmental Entities and approvals as may be required under, and other applicable requirements ofthird parties set forth on Section 3.03 of such Parent’s Disclosure Letter have been obtained, the HSR Act execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement and the other Transaction Documents by the Stockholder nor such Parent to which it is a party, and the consummation by it of the transactions contemplated hereby nor compliance Contemplated Transactions by it with any of the provisions hereof such Parent do not and will not (i) violate or conflict with or result in any breach of any provision of its articles of incorporation, bylaws, certificate of incorporation formation or by-lawslimited liability company agreement, as applicable, or any other governing or organizational documents of such Parent, (ii) require violate or conflict with any filing with, Law or permit, authorization, consent or approval of, Order of any Governmental Entity (except where the failure applicable to obtain such permits, authorizations, consents Parent or approvals or to make such filings would not materially impair the ability by which any of the Stockholder to consummate the transactions contemplated hereby)its Assets may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendment, cancellation or acceleration) , or result in the creation of any Lien upon any of its Assets or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any noteContract, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except excluding in the case of clauses (iiiii) and through (iv) for above, conflicts, violations, breaches or breaches, defaults, or rights of terminationpayment and reimbursement, amendmentterminations, cancellation or accelerationmodifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would not reasonably be expected to be, individually or in the aggregate, materially impair the ability of the Stockholder adverse to consummate the transactions contemplated herebysuch Parent’s Business.

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 Exchange Act, the HSR Act Act, and any applicable state takeover securities or state "Blue Sky" laws, neither none of the execution, delivery or performance of this Agreement by the Stockholder nor Parent or Acquisition Sub, the consummation by it Parent or Acquisition Sub of the transactions contemplated hereby nor Transactions or compliance by it Parent or Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the respective articles of incorporation or by-lawsorganization or bylaws of Parent or Acquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity state, federal or foreign government or governmental authority or by any United States, state or foreign court of competent jurisdiction (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebya "GOVERNMENTAL ENTITY"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 Stockholder Parent Subsidiaries listed in Section 4.3 of the Schedule attached to this Agreement (the "MATERIAL PARENT SUBSIDIARIES") is a party or by which it any of them or any of its their respective properties or assets may be bound bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of the Material Parent Subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation performance by it Parent or Merger Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof its respective obligations hereunder will (i) conflict with or result in any breach of any provision of its certificate the Certificate of incorporation Incorporation or by-lawsBylaws (or other governing or organizational documents) of Parent or of Merger Sub, as applicable, or (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, 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, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation Contract to which the Stockholder Parent or Merger Sub is a party or by which it any of them or any of its properties the respective assets used or assets held for use by any of them may be bound or (iviii) 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 it which Parent or any of its properties or assetsMerger Sub is subject, except in excluding from the case of foregoing clauses (ii) and (iii) and (iv) for violationssuch requirements, breaches or defaults, breaches, rights or rights of terminationviolations (A) that would not, amendmentin the aggregate, cancellation or acceleration, which reasonably be expected to have a Parent Material Adverse Effect and would not materially impair reasonably be expected to have a material adverse effect on the ability of the Stockholder Parent to consummate the transactions contemplated herebyhereby or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The -------------------------------------- execution and approvals as may be required under, delivery by Parent and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance Sub of this Agreement by the Stockholder nor do not, and the consummation by it each of Parent and Sub of the transactions contemplated hereby nor and compliance by it each of Parent and Sub with the provisions hereof will not: (x) violate any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the certificate of incorporation or by-lawslaws of Sub or the comparable governing documents of Parent, (iiy) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where subject to the failure to obtain such permits, authorizations, consents or approvals or to make such governmental filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyand other matters set forth in Section 5.3(b), (iii) violate or result in a violation breach of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any obligation, right of termination, amendmentcancellation, cancellation acceleration or acceleration) increase of any obligation or loss of a material benefit under, or require the consent of any of the termsPerson under, conditions or provisions of any note, bond, mortgage, indentureindenture or other agreement, guaranteepermit, other evidence of indebtednessconcession, leasefranchise, license, contract, agreement arrangement or other instrument or obligation undertaking to which the Stockholder Parent or any of its Subsidiaries (including Sub) is a party or by which it Parent or any of its properties Subsidiaries (including Sub) or any of their respective assets may be is bound or affected or (ivz) subject to the governmental filings and other matters referred to in Section 5.3(b), violate any domestic or foreign law, rule, regulation, order, writ, judgment, injunction, decree, statute, rule determination or regulation award applicable to it Parent or any of its properties or assetsSub, except which, in the case of clauses (iiiy) and (ivz) for violationsabove, breaches would reasonably be expected to have, individually or defaultsin the aggregate, or rights of termination, amendment, cancellation or acceleration, which would not materially impair a Material Adverse Effect on the ability of the Stockholder Parent or Sub to perform their respective obligations under this Agreement or to consummate the 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 HSR Act and any applicable state takeover laws, neither None of the execution, delivery or performance of this Agreement by Parent or the Stockholder nor Purchaser, the consummation by it Parent or the Purchaser of the transactions contemplated hereby nor Transactions, or compliance by it Parent or the Purchaser with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of its certificate the organizational documents of incorporation Parent or by-lawsthe Articles of Incorporation or Bylaws of the Purchaser, (iib) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability for (i) compliance with any applicable requirements of the Stockholder to consummate Exchange Act and Securities Act, (ii) any filings as may be required under the transactions contemplated hereby)DGCL, (iii) result the filing with the SEC and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if the Company Stockholder Approval is required by Law and (C) such reports under Section 13(a) of the Exchange Act as may be required in a violation connection with this Agreement and the Transactions, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or breach oftakeover Laws or (v) any filings in connection with the applicable requirements of the HSR Act, or constitute (d) conflict with or without due notice or lapse of time or both) a default (or give rise violate and Law applicable to any right of termination, amendment, cancellation or acceleration) underParent, any of the termsits Subsidiaries, 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 the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its their properties or assets, except in the case of clauses clause (iiib) and or (ivc) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially not, individually or in the aggregate, impair in any material respect the ability of each of Parent and the Stockholder Purchaser to consummate perform its obligations under this Agreement, as the transactions contemplated herebycase may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable Securities Act, the Exchange Act, state takeover securities or blue sky laws, neither the executionHSR Act, delivery or performance the filing and recordation of this Agreement a certificate of merger and a certificate of designations relating to the Parent Series A Preferred Stock as required by the Stockholder nor the consummation by it DGCL, and as otherwise set forth in Section 4.6 of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict Parent Disclosure Schedule, no filing with or result in any breach of any provision of its certificate of incorporation or by-lawsnotice to, (ii) require any filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not materially impair reasonably be expected to have, individually or in the ability aggregate, a Material Adverse Effect on Parent. Except as set forth in Section 4.6 of the Stockholder to consummate Parent Disclosure Schedule, neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby)hereby will (i) conflict with or result in any breach of any provision of the respective certificate or articles of incorporation or bylaws (or similar governing documents) of Parent or any of its subsidiaries, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) 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 the Stockholder is a party or by which it Parent or any of its subsidiaries is a party, including, without limitation, station affiliation agreements, or by which any of them or any of their respective properties or assets may be bound bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it Parent or any of its subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair reasonably be expected to have, individually or in the ability aggregate, a Material Adverse Effect on Parent. No rights of the Stockholder first refusal or first offer, preemptive rights or similar rights of participation are applicable to consummate the transactions contemplated herebyby 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 HSR Act and any applicable state takeover laws, neither the The execution, delivery or and ------------------------------------- performance of this Agreement and the Seller's Agreements by the Stockholder nor Seller and the consummation by it Seller of the transactions contemplated hereby nor compliance by it and thereby will not, with any or without the giving of notice or the provisions hereof will lapse of time or both: (ia) violate, conflict with with, or result in any a breach of or default under any provision of the charter or bylaws of Seller; (b) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to Seller or by which any of its certificate of incorporation properties or by-laws, assets may be bound; (iic) require any filing by Seller with, or permit, authorization, consent or approval require Seller to obtain any Permit of, or require Seller to give any Governmental Entity notice to, any governmental or regulatory body, agency or authority other than as set forth on Schedule 4.3 attached hereto; or (except where the failure to obtain such permitsd) other than as set forth on Schedule 4.3 attached hereto, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach by Seller of, or conflict with, constitute (with or without due notice or lapse of time or both) a default by Seller (or give rise to any right of termination, amendmentcancellation, cancellation payment or acceleration) under, under or result in the creation of any Encumbrance upon any of the Assets under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, guaranteePermit, other evidence of indebtednessContract, lease, license, contract, agreement Lease or other instrument or obligation to which the Stockholder Seller is a party party, or by which it or any of its properties or assets the Assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assetsbound, except in the case of clauses (iiib), (c) and (ivd) of this Section 4.3, for such violations, breaches or consents, breaches, defaults, or rights of termination, amendment, cancellation or acceleration, terminations and accelerations which in the aggregate would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and compliance with other applicable requirements of, the HSR Act Exchange Act, the Securities Act, state securities or "blue sky" laws, and any applicable state takeover lawsfor the filing or recordation of this Agreement or the Certificate of Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement by the Stockholder Parent and Sub nor the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it Parent and Sub with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the memorandum or articles of association or similar organizational documents of Parent or any of its certificate of incorporation or by-lawssubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (Entity, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder have a Material Adverse Effect with respect to consummate the transactions contemplated hereby)Parent, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or increase in the rate of interest) 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 the Stockholder Parent or any of its subsidiaries is a party or by which it or any of its their properties or assets may be bound (a "Parent Agreement") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or result in the creation of a Lien upon any of its the properties or assets, except in the case assets of clauses (iii) and (iv) Parent for violations, breaches or breaches, defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair would, individually or in the ability aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent or (iv) violate any Law applicable to Parent, any of the Stockholder to consummate the transactions contemplated herebyits subsidiaries or any of their properties or assets.

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 Advisers Act, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act and any applicable Act, state takeover securities or Blue Sky laws, neither Delaware Law and California Law, none of the execution, delivery or performance of this Agreement by the Stockholder nor E*TRADE, the consummation by it E*TRADE of the transactions contemplated hereby nor or compliance by it E*TRADE with any of the provisions hereof will shall (i) conflict with or result in ing any breach of any provision of its certificate the Certificate of incorporation Incorporation, the Bylaws or by-lawssimilar organizational documents of E*TRADE, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, material agreement or other instrument or obligation contract to which the Stockholder E*TRADE is a party or by which it or any of its properties or assets may be bound (the "E*TRADE Agreements"), or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it E*TRADE, any to which E*TRADE is a party or by which any of its properties or assetsthe assets of it is bound, except in excluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability aggregate, have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained under any of E*TRADE Agreements prior to the consummation of the Stockholder transactions hereunder, except for such consents and approvals the failure of which to consummate be obtained would not, individually or in the transactions contemplated herebyaggregate, have a material adverse effect on E*TRADE and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, of the HSR Act and any applicable state takeover lawsAct, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict no filing with or result in any breach of any provision of its certificate of incorporation or by-lawsnotice to, (ii) require any filing with, or and no permit, authorization, consent or approval of, or order of, any Governmental Entity (is necessary for the execution and delivery by either Parent or Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not not, individually or in the aggregate, be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated hereby)by this Agreement. Neither the execution, delivery and performance of this Agreement or any Transaction Document by either Parent or Buyer nor the consummation by either Parent or Buyer of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Governing Documents of Parent or Buyer, (iiib) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendmentcancellation, cancellation modification, acceleration or accelerationloss of any rights) 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 material to Parent and Buyer to which the Stockholder Parent or Buyer, as applicable, is a party or by which it or any of its properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it either Parent or Buyer or any affiliate of either Parent or Buyer or any of its their respective properties or assets, except except, in the case of clauses (iiib) and (ivc) above, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, violations which would not not, individually or in the aggregate, be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and Sub do not, and the Stockholder nor performance by Parent and Sub of this Agreement and the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will not, (i) contravene or conflict with or result in any a violation of breach of of, any provision of its the certificate of incorporation or by-lawslaws of Parent or Sub, in each case, as currently in effect, (ii) assuming compliance with the matters referred to in Section 6.4(iv)(A)-(C), require any filing withconsent by any Person under, contravene or permit, authorization, consent conflict with or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) ), or require any consent, 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 Contract to which the Stockholder Parent or any of its Subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound is bound, or result in the creation of any Lien in or upon any of the properties, rights or assets of Parent or Sub, (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets, or (iv) violate other than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, (B) Nasdaq Rules and listing standards, and (C) the Exchange Act and the Securities Act, require on the part of Parent or Sub any orderfiling or registration with or notification to, writor require Parent to obtain any authorization, injunctionconsent or approval of, decree, statute, rule or regulation applicable to it or any of its properties or assetsGovernmental Entity, except in the case of clauses (ii), (iii) and (iv) ), for such violations, breaches or defaultsdefaults that, or rights filings, registrations, notifications, authorizations, consents or approvals the failure of terminationwhich to make or obtain, amendment, cancellation or acceleration, which would not materially impair reasonably be expected to be material, individually or in the ability of the Stockholder aggregate, to consummate the transactions contemplated herebyParent and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Sellers or Seller Parent for the execution, delivery and performance by Sellers or Seller Parent of this Agreement or the consummation by Sellers or Seller Parent of the transactions contemplated by this Agreement, except for (a) compliance with any applicable requirements of the HSR Act and other applicable foreign antitrust regulations or (b) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the HSR Act failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming compliance with the items described in clauses (a) and any applicable state takeover laws(b) of the preceding sentence, neither the execution, delivery or and performance of this Agreement by the Stockholder Sellers or Seller Parent nor the consummation by it Sellers and Seller Parent of the transactions contemplated hereby nor compliance by it with any of the provisions hereof this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of its certificate the respective certificates of incorporation formation or by-lawsoperating agreements (or similar governing documents) of Sellers or Seller Parent or any Transferred Entity, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) 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) under, or require the consent of any Person under, any of the terms, conditions or provisions of any notecontract of any Transferred Entity material to the Business (a “Transferred Entity Contract”), bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument (iii) violate or obligation infringe any Law applicable to which the Stockholder is a party or by which it any Transferred Entity or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its their respective properties or assets, except in the case of clauses (i), (ii) or (iii) and (iv) for breaches, violations, breaches or infringements, defaults, Liens or other rights of terminationthat would not, amendmentindividually or in the aggregate, cancellation or acceleration, which would not materially impair the ability of the Stockholder reasonably be expected to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsNo material Consent from any Governmental Entity, permitsincluding any Gaming Authority, authorizations, consents and approvals as may is required to be required under, and other applicable requirements of, made or obtained by any of the HSR Act and any applicable state takeover laws, neither Caesars Parties in connection with the execution, delivery or and performance by the Caesars Parties of their respective obligations under this Agreement by and the Stockholder nor other Ancillary Agreements to which such Caesars Party is or will be a party, or the consummation by it the Caesars Parties of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement and the Ancillary Agreements by the Caesars Parties nor compliance the performance by it with any the Caesars Parties of their obligations nor the provisions hereof will (i) conflict with or result in any breach consummation of any provision of its certificate of incorporation or by-laws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)hereby or thereby will (a) violate, (iii) result in a violation breach of, or constitute a default under their respective Governing Documents or the Governing Documents of their respective Subsidiaries, (b) violate, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement material Contract or other instrument (c) violate or obligation infringe any Law (including Gaming Laws) or Order applicable to which the Stockholder is a party or by which it any Caesars Party or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assetsthe Transferred Assets, except in the case of clauses clause (iii) and (ivb) for violations, breaches or breaches, defaults, Liens or other rights of termination, amendment, cancellation that have not had or acceleration, which would not materially impair reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole, or on the ability of the Stockholder any Caesars Party to perform its obligations under this Agreement and each Ancillary Agreement to which it is a party or to consummate the transactions contemplated herebyhereby or thereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement and the Registration Rights Agreement by the Stockholder nor Company and the consummation by it the Company of the transactions contemplated hereby nor compliance by it with any of the provisions hereof Transaction, do not and will not (i) violate or conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsbylaws or the comparable governing documents of any of its Subsidiaries, (ii) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) require any filing with, or permit, authorizationPermit, consent or approval of, or the giving of any notice to, any Governmental Entity (Authority, except where any other filing, Permit, consent, approval or notice provided for in the failure to obtain such permits, authorizations, consents or approvals or to make such Registration Rights Agreement and filings would not materially impair the ability required by ILDE as a stockholder of the Stockholder to consummate the transactions contemplated hereby)Company, or (iiiiv) 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, amendment, cancellation or acceleration) acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of the Company 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, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation Contract to which the Stockholder is a party or by which it Company or any of its properties Subsidiaries is a party, or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it by which the Company or any of its properties or assetsSubsidiaries may be bound, except excluding in the case of clauses (iii) and (iv) for above, conflicts, violations, breaches or breaches, defaults, or rights of termination, amendmentcancellations, cancellation or accelerationaccelerations, increases, losses, creations and impositions of Encumbrances which would not materially impair not, individually or in the ability of the Stockholder aggregate, reasonably be expected to consummate the transactions contemplated herebyhave a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be Assuming (i) the filings required under, and other applicable requirements of, under the HSR Act are made and any applicable state takeover lawsthe waiting period thereunder has been terminated or has expired and (ii) the filing of the Certificate of Merger and other appropriate merger documents, neither if any, as required by the executionlaws of the State of Delaware, the execution and delivery or performance of this Agreement by the Stockholder nor Parent and Sub and the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of its certificate the Certificate of incorporation Incorporation or byBy-lawsLaws of Parent or 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 Sub or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Governmental Entity notice to any governmental or regulatory body, agency or authority; or (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii4) 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, amendment, 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 respective direct or indirect subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which the Stockholder Parent or Sub or any of their subsidiaries is a party party, or by which it they or any of its their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except for in the case of clauses (iii3) and (iv4) above for violationssuch filing, breaches permit, consent, approval or defaults, or rights of termination, amendment, cancellation or accelerationviolation, which would not prevent or materially impair the ability delay consummation of the Stockholder to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act and any applicable state takeover lawsAct, the IBCL or the laws of other states in which Parent is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by the Stockholder Parent and Sub nor the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective certificate or articles of incorporation or byBy-lawslaws of Parent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to make such filings or to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate Offer and/or the transactions contemplated herebyMerger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation cancelation 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 Contract to which the Stockholder Parent or any of its subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to it Parent, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaultsdefaults that could not, individually or rights of terminationin the aggregate, amendment, cancellation reasonably be expected to prevent or acceleration, which would not materially impair delay the ability consummation of the Stockholder to consummate Offer and/or the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable Securities Act, the Exchange Act, state takeover securities or blue sky laws, neither the executionHSR Act, delivery or performance and the filing and recordation of this Agreement the Certificate of Merger as required by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict DGCL, no filing with or result in any breach of any provision of its certificate of incorporation or by-lawsnotice to, (ii) require any filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition 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 materially impair have a Material Adverse Effect on Parent. Neither the ability execution, delivery and performance of this Agreement by Parent or Acquisition nor the Stockholder to consummate consummation by Parent or Acquisition of the transactions contemplated hereby)hereby will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or similar governing documents) of Parent or Acquisition or any of Parent's Subsidiaries, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) 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 the Stockholder Parent or Acquisition or any of Parent's Subsidiaries is a party or by which it any of them or any of its their respective properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it Parent or Acquisition or any of its Parent's Subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for filingsas have already been obtained or that will be obtained prior to the Closing, permitsno material notices to, filings with, or authorizations, consents and or approvals as may be required under, and other applicable requirements of, the HSR Act and of any applicable state takeover laws, neither Person or Governmental Entity are necessary for the execution, delivery or performance by Contributor of this Agreement by or the Stockholder nor Ancillary Documents to which Contributor is a party or the consummation by it Contributor of the transactions contemplated hereby nor compliance by it with any or thereby, except for those the failure of which to obtain or make would not have a material adverse effect on Contributor’s ownership of the provisions hereof Acquired Interests, or otherwise prevent or materially delay the Closing. Neither the execution, delivery and performance by Contributor of this Agreement or the Ancillary Documents to which Contributor is a party nor the consummation by Contributor of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsContributor’s Governing Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, material agreement or other instrument or obligation to which the Stockholder Contributor is a party or by which it or any of its properties or assets may be bound or (ivc) violate any orderOrder of any Governmental Entity having jurisdiction over Contributor, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except which in the case of any of clauses (iiib) and through (ivc) for violationsabove, breaches or defaultswould have a material adverse effect on Contributor’s ownership of the Acquired Interests, or rights of termination, amendment, cancellation otherwise prevent or acceleration, which would not materially impair delay the ability of the Stockholder to consummate the transactions contemplated herebyClosing.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover lawsset forth in Schedule 5.05 or as otherwise stated herein, neither the execution, delivery or and performance of this Agreement by the Stockholder Parent or Sub, nor the consummation by it Parent or Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision provisions of its certificate the Certificate of incorporation Incorporation or byBy-lawsLaws of Parent or of Sub, (ii) require any a filing with, or a permit, authorization, consent or approval of, any Governmental Entity (except where in connection with or in order to comply with the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability applicable provisions of the Stockholder HSR Act, the Securities Act, the Exchange Act, state laws relating to consummate takeovers, if applicable, state securities or "blue sky" laws, the transactions contemplated hereby)By-Laws of NASD and other exchanges on which the shares of Parent Common Stock are listed, and the filing and recordation of a Certificate of Merger as required by the DGCL, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien on any property or asset of Parent or any of its Subsidiaries pursuant to, 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 Contract to which the Stockholder Parent or Sub is a party or by which it either of them or any of its their properties or assets may be bound or (iv) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to it Parent, Sub or any of its their properties or assets, except except, in the case of clauses (ii), (iii) and (iv) for ), where the failure to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults, defaults or rights of termination, amendment, cancellation or acceleration, which Liens would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave, in any such case, 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 ofof the Exchange Act, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance filing and recordation of this Agreement appropriate merger documents as required by the Stockholder nor DGCL, no filing with, and no permit, authorization, consent or approval of, any public body is necessary for the consummation by it DLB and ADI of the transactions contemplated hereby by this Agreement, the absence of which would or might result in the divestiture of any assets which are material to DLB and ADI taken as a whole or would otherwise have a material adverse effect on the business of DLB and ADI taken as a whole. Neither the execution and delivery of this Agreement nor the compliance by it DLB and ADI with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the Articles or Certificate of incorporation Incorporation or byBy-lawsLaws of DLB or ADI, (ii) require any filing withconsent, approval or permit, authorization, consent notice under or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or change the rights or obligations of any party under, or trigger any obligation or payment by DLB or ADI 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 the Stockholder DLB or ADI is a party or by which it either of them or any of its their properties or assets may be bound bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it DLB or ADI or any of its their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor Parent and Purchaser do not, and the consummation by it of the transactions contemplated hereby nor and compliance by it with the provisions hereof will not, (i) violate any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the certificate of incorporation or by-lawsbylaws of Parent, Purchaser, or any of their respective Subsidiaries, in each case as amended to date; (ii) require any filing subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation breach of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, amendmentcancellation, cancellation modification or accelerationacceleration of any obligation or to the loss of a benefit under, or result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation of any Lien upon any of the properties or assets of Parent, Purchaser or any of their respective Subsidiaries 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 Contract to which the Stockholder Parent, Purchaser, or any of their respective Subsidiaries is a party or by which it Parent, Purchaser, or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it their respective Subsidiaries or any of its properties their respective assets is bound or assetsaffected; or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), except conflict with or violate any Applicable Law currently in effect, except, in the case of clauses (ii) or (iii) and (iv) above, for any such conflicts, breaches, defaults, violations, breaches rights or defaultsLiens that, individually or rights of terminationin the aggregate, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder reasonably be expected to consummate the transactions contemplated herebyhave a Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings as set forth in Section 4.3 of the Parent Disclosure Schedule and except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act Exchange Act, the laws of any foreign jurisdiction, state securities or blue sky laws and any applicable state takeover lawsthe TBCA, neither none of the execution, delivery or performance of this Agreement by Parent or the Stockholder nor Purchaser, the consummation by it Parent or the Purchaser of the transactions contemplated hereby nor Transactions or compliance by it Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-lawslaws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 its Subsidiaries or the Stockholder Purchaser is a party or by which it any of them or any of its their respective properties or assets may be bound bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate, have a Parent Material Adverse Effect.

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 Securities Act, the Exchange Act, the HSR Act and any applicable Act, state takeover securities or blue sky laws, neither and the DGCL, none of the execution, delivery or performance of this Agreement by the Stockholder nor Parent or Acquisition Sub or the consummation by it Parent or Acquisition Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof Transactions will (i1) conflict with or result in any breach of any provision of its certificate the respective articles of incorporation association or by-lawsbylaws or similar organizational documents of Parent or Acquisition Sub, (ii2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii3) 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 the Stockholder Parent, or any of its Subsidiaries or Acquisition Sub is a party or by which it any of them or any of its their respective properties or assets may be bound bound, or (iv4) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in except, with respect to the case of foregoing clauses (iii2), (3) and (iv) for violations4), breaches as could not reasonably be expected to, individually or defaultsin the aggregate, have a Parent Material Adverse Effect. Except as set out in the Parent Disclosure Schedule, there are no third party consents or rights of termination, amendment, cancellation or acceleration, which would not materially impair approvals required to be obtained under the ability Parent Agreements prior to the consummation of the Stockholder Transactions, except where the failure to consummate obtain such consents or approvals could not reasonably be expected to, individually or in the transactions contemplated herebyaggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsAssuming the Consents from Governmental Entities and third parties set forth on Section 4.03 of such Parent’s Disclosure Letter have been obtained, permits, authorizations, consents the execution and approvals as may be required underdelivery of any Transaction Documents by such Contributed Subsidiary to which it is a party, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it such Contributed Subsidiary of the transactions contemplated hereby nor compliance by it with any of the provisions hereof Contemplated Transactions, do not and will not (i) violate or conflict with or result in any breach of any provision of its articles of incorporation, bylaws, certificate of incorporation formation or by-lawslimited liability company agreement, as applicable, or any other governing or organizational documents of such Person, (ii) require violate or conflict with any filing with, Law or permit, authorization, consent or approval of, Order of any Governmental Entity (except where the failure applicable to obtain such permits, authorizations, consents Contributed Subsidiary or approvals or to make such filings would not materially impair the ability by which any of the Stockholder to consummate the transactions contemplated hereby)its Assets may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendment, cancellation or acceleration) , or result in the creation of any Lien upon any of its respective Assets or gives rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any noteContract, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except excluding in the case of clauses (iiiii) and through (iv) for above, conflicts, violations, breaches or breaches, defaults, or rights of terminationpayment and reimbursement, amendmentterminations, cancellation or accelerationmodifications, accelerations, increases in obligations, losses of benefits and creations and impositions of Liens which would not reasonably be expected to be, individually or in the aggregate, materially impair the ability of the Stockholder adverse to consummate the transactions contemplated herebysuch Contributed Subsidiary’s Business.

Consents and Approvals; No Violations. Except as set forth on Schedule 4.2, assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.4, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Seller or the Stockholder consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not, individually or in the aggregate, interfere in any material respect with Seller’s ownership of the Shares, or otherwise prevent or materially delay the Closing and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of each Transaction Document to which Seller is a party nor the consummation by it Seller of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsSeller’s Governing Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, material agreement or other instrument or obligation to which the Stockholder Seller is a party or by which it or any of its properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it or of any of its properties or assetsGovernmental Entity having jurisdiction over Seller, except which in the case of any of clauses (iiib) and (ivc) for violationsabove, breaches would not, individually or defaultsin the aggregate, have a material adverse effect on Seller’s ownership of the Shares, or rights of termination, amendment, cancellation otherwise prevent or acceleration, which would not materially impair delay the ability of the Stockholder to consummate the transactions contemplated herebyClosing.

Consents and Approvals; No Violations. Except for a filing related to the CMS Approval, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or any other Person is required on the part of Remedy Opco for the execution, delivery and performance by Remedy Opco of this Agreement or the consummation by Remedy Opco of the transactions contemplated by this Agreement and the other Transaction Documents, except for any such filings, notices, permits, authorizations, registrations, consents and or approvals as may of which the failure to make or obtain would not, individually or in the aggregate, reasonably be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither expected to have a Remedy Material Adverse Effect. Neither the execution, delivery or and performance by Remedy Opco of this Agreement by or the Stockholder other Transaction Documents to which it is or will be a party nor the consummation by it Remedy Opco of the transactions contemplated hereby nor compliance by it with any of the provisions hereof or thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of its certificate the Organizational Documents of incorporation or by-lawsRemedy Opco, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a material breach, material violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any material Lien or any material right of termination, amendment, cancellation or acceleration) under, require delivery of notice to or the consent of any Person under, or result in the payment of any additional fee, penalty, consent fee or other amount, or to loss of a material benefit under, any of the terms, conditions or provisions of any noteContract or (iii) violate or infringe any Law applicable to Remedy Opco, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it its Subsidiaries or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its their respective properties or assets, except in the case of clauses (i) through (iii) and (iv) for violations), breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which as would not materially impair the ability of the Stockholder reasonably be expected to consummate the transactions contemplated herebyhave a Remedy Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other the applicable requirements of, of the HSR Act Act, no consent, approval, authorization, or other action by, or filing with or notification to, any Governmental Entity or other third party is required to be made or obtained by Parent and any applicable state takeover laws, neither the Buyer on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by Parent and the Buyer except where failure to obtain such consent, approval, authorization or performance action, or to make such filing or notification, would not interfere in any material way with the ability of Parent and the Buyer to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Parent and the Stockholder Buyer nor the consummation by it Parent and the Buyer of the transactions contemplated hereby by this Agreement nor compliance by it Parent and the Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the certificate of incorporation or by-lawslaws of Parent or the Buyer, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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, guaranteecontract, other evidence of indebtednessagreement, permit, license, lease, license, contract, agreement arrangement or other instrument commitment or obligation to which Parent or the Stockholder Buyer is a party or by which it Parent or the Buyer or any of its their properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to it Parent or the Buyer or any of its their properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair prevent or delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and compliance with other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act Act, state securities or "blue sky" laws, and any applicable state takeover lawsfor the filing or recordation of this Agreement or the Articles of Merger as required by the NRS, neither the execution, execution or delivery of or the performance of the obligations under this Agreement by the Stockholder Parent and Merger Sub nor the consummation by it Parent and Merger Sub of the transactions contemplated hereby nor compliance by it Parent and Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of its the memorandum or certificate of incorporation or by-lawsbylaws or similar organizational documents of Parent or any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (Entity, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder have a Material Adverse Effect with respect to consummate the transactions contemplated hereby)Parent, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) acceleration or increase in the rate of interest), or require the consent of any third party 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 the Stockholder Parent or any of its Subsidiaries is a party or by which it or any of its their properties or assets may be bound (a "Parent Agreement") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or result in the creation of a Lien upon any of its the properties or assets, except in the case assets of clauses (iii) and (iv) for Parent or violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.breaches,

Consents and Approvals; No Violations. Except for filingsthe receipt by Purchaser of the Permits as to which the transfer thereof from the Sellers to Purchaser would violate, permits, authorizations, consents and approvals as may or would not be required permitted or effective under, applicable Law and other applicable requirements of, of the HSR Act Act, no filing with, and no Permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by the Sellers of the transactions contemplated by this Agreement and any applicable state takeover laws, neither Collateral Agreements. Neither the execution, execution and delivery or performance of this Agreement or any Collateral Agreement by the Stockholder any Seller nor the consummation by it any Seller of the transactions contemplated hereby by this Agreement or any Collateral Agreement nor compliance by it any Seller with any of the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of its the certificate of incorporation or by-lawslaws of any Seller, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where subject to obtaining the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability listed in Section 6.3 of the Stockholder to consummate Disclosure Schedule (the transactions contemplated hereby"Required Consents"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentmodification, cancellation or accelerationacceleration or loss of material benefits) 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 Contract to which the Stockholder any Seller is a party or by which it or any of its properties or assets may be bound subject or which is included in the Transferred Assets or the Assumed Liabilities or (ivc) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to it any Seller, the Transferred Assets or any of its properties or assetsthe Assumed Liabilities, except in the case of clauses (iiib) and or (iv) c), for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of the Stockholder aggregate, be reasonably likely to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be filings required under, and other applicable requirements of, under the HSR Act or any other Antitrust Law, (b) for applicable requirements under the Securities Exchange Act of 1934 (the “Exchange Act”), and any applicable state takeover laws, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware neither the execution, delivery or performance by each of Parent and Merger Sub of this Agreement by and each of the Stockholder Related Agreements to which each is a party nor the consummation by it Parent and Merger Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will or thereby will, as applicable (i) violate or conflict with or result in any breach of any provision of its certificate any Governing Document of incorporation Parent or by-laws, Merger Sub; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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 Commitment to which the Stockholder Parent or Merger Sub is a party or by which it Parent or Merger Sub or any of its properties or assets may be bound bound; (iii) violate any Law; or (iv) violate require on the part of Parent or Merger Sub any orderfiling or registration with, writnotification to, injunctionor authorization or Consent of, decree, statute, rule or regulation applicable to it or any of its properties or assets, Governmental Entity; except in the case of clauses clause (iii) and (ivii) for such violations, breaches or defaults, or rights the failure of termination, amendment, cancellation or acceleration, which to obtain would not prevent or materially impair the ability of the Stockholder Parent or Merger Sub to timely consummate the transactions contemplated herebyhereby (a “Parent Material Adverse Effect”).

Consents and Approvals; No Violations. Except for such ------------------------------------- filings, permits, authorizations, consents consents, and approvals as may be required underare referred to in Section 7.1(b) hereto, no filing with or notice to, and other applicable requirements ofno permit, authorization, consent or approval of any Governmental Entity is necessary for the HSR Act execution and any applicable state takeover laws, neither the execution, delivery or performance by Parent of this Agreement by or any of the Stockholder nor other Transaction Documents to which it is a party or the consummation by it Parent of the transactions contemplated hereby nor compliance by it with and thereby. Neither the execution, delivery and performance of this Agreement or any of the provisions hereof other Transaction Documents to which it is a party by Parent nor the consummation by Parent of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of its certificate the respective Constitutional Documents of incorporation Parent or by-lawsany of Parent's subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) 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, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder Parent or any of Parent's subsidiaries is a party or by which it any of them or any of its their respective properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it Parent or any of its Parent's subsidiaries or any of their respective properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company's representations and warranties contained in Section 2.5, except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, of the HSR Act and (b) the filing of the Certificate of Merger, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any applicable state takeover laws, neither 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 contemplated hereby. Neither the execution, delivery or and performance of this Agreement by the Stockholder Parent or Merger Sub nor the consummation by it Parent or Merger Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of its the respective certificate or articles of incorporation or by-lawsBylaws (or similar governing documents) of Parent or Merger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, 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 the Stockholder Parent or Merger Sub is a party or by 25 31 which it any of them or any of its their respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it Parent or Merger Sub or any of its Parent's subsidiaries or any of their respective properties or assets, except in the case of clauses this clause (iiic) and (iv) only, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, violations which would not not, individually or in the aggregate, be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except No filing with or notice to, and no Permit, authorization, registration, consent or approval of, any Governmental Entity or any other Person is required on the part of any Buyer Party for the execution, delivery and performance by any Buyer Party of this Agreement or the consummation by the Buyer Parties of the transactions contemplated by this Agreement, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, (b) compliance with any applicable requirements of the HSR Act or (c) any such filings, permitsnotices, Permits, authorizations, registrations, consents or approvals of which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to be material to the Buyer Parties, taken as a whole, or materially impair or delay any Buyer Party’s ability to perform its respective obligations under this Agreement and approvals as may be required under, and the other applicable requirements of, Transaction Documents or consummate the HSR Act and any applicable state takeover lawstransactions contemplated hereby or thereby. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery or and performance of this Agreement by the Stockholder Buyer Parties nor the consummation by it the Buyer Parties of the transactions contemplated hereby nor compliance by it with any of the provisions hereof this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of its certificate the respective Organizational Documents of incorporation or by-lawsthe Buyer Parties, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a material breach, material violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a change of control or default (or give rise to the creation of any Lien or any right of termination, amendment, modification, cancellation or acceleration) under, result in the acceleration of obligations, loss of benefit or increase in any Lien or fees under, or require the consent of any Person 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 Contract to which the Stockholder Buyer or Merger Sub is a party or by which it either is bound or (iii) violate or infringe any Law applicable to the Buyer Parties or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its their respective properties or assets, except as, in the case of clauses (iiiii) and (iviii) for violationsabove, breaches or defaultswould otherwise not reasonably be expected be material to the Buyer Parties, taken as a whole, or rights of termination, amendment, cancellation or acceleration, which would not materially impair or delay any Buyer Party’s ability to perform its respective obligations under this Agreement and the ability of the Stockholder to other Transaction Documents or consummate the transactions contemplated herebyhereby or thereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents None of the execution and approvals as may be required under, delivery by Parent and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance Purchaser of this Agreement by the Stockholder nor or any other Transaction Document to which Parent or Purchaser is a party, the consummation by it of the transactions contemplated hereby nor by this Agreement or such Transaction Document(s) or compliance by it Parent or Purchaser with any of the provisions hereof or thereof will (i) conflict with assuming all Required Regulatory Approvals have been obtained or result in made, violate any breach of any provision of its certificate of incorporation applicable Law to which Parent or by-lawsPurchaser is subject, (ii) require any consent, notice or approval under, conflict with, result in a breach of or constitute a default under any material Contract, agreement or instrument to which Parent or Purchaser is a party, except in each case as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) requires any consent under, or conflict with, Charter Documents of Parent. Except as set forth in Section 6.4 of the Purchaser Disclosure Schedule and except in respect of filings to be made under the Foreign Exchange Management Act, 1999 or the regulations made thereunder or under the rules and regulations made by the SEBI, no consent, waiver, approval, order, permit or authorization or declaration or filing with, or permit, authorization, consent or approval ofnotification to, any Person or Governmental Entity (except where Authority is required on the failure to obtain such permitspart of Parent or Purchaser in connection with the execution and delivery of this Agreement, authorizations, consents or approvals or to make such filings would not materially impair the ability consummation of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation by this Agreement or breach of, the compliance by Parent or constitute (Purchaser 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 the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assetshereof, except as would not reasonably be expected, individually or in the case of clauses (iii) and (iv) for violationsaggregate, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and other no Permit of or from, any Governmental Entity is required on the part of Trimble or the Company for the execution and delivery by Trimble or the Company, as applicable, of the Original Agreement and this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, except compliance with the applicable requirements of, of the HSR Act and any applicable state takeover lawsnon-U.S. Laws listed on Schedule 7.4(d)(i)(B). Assuming compliance with the items described in the preceding sentence, neither the execution, delivery or and performance of the Original Agreement and this Agreement by Trimble or the Stockholder Company nor the consummation by it the Xxxxxxx Group or the Company of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) conflict with or result in any breach breach, violation or infringement of any provision of its certificate the Organizational Documents of incorporation Trimble or by-lawsthe Company, as applicable, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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) 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 Contract to which Trimble or the Stockholder Company, as applicable, is a party or by which it or any of its respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it Trimble or any of the Company, as applicable, or its properties or assets, except in the case of each of clauses (iiib) and (iv) c), for breaches, violations, breaches or defaults, Liens, rights or rights of termination, amendment, cancellation or acceleration, which infringements that would not reasonably be expected to (i) prevent or materially delay any of the transactions contemplated hereby or (ii) materially impair the ability of Trimble or the Stockholder Company, as applicable, to consummate perform its obligations under the transactions contemplated herebyOriginal Agreement and this Agreement.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 3.3 of the Disclosure Schedule, permitsassuming that all consents, authorizationsapprovals, consents and approvals as may be required under, authorizations and other applicable requirements ofactions described in this Section 3.3 have been obtained and all filings and obligations described in this Section 3.3 have been made or satisfied, the HSR Act execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by and the Stockholder nor Agreements do not, and the consummation by it of the transactions contemplated hereby nor and thereby and compliance by it with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the provisions hereof will (i) conflict with properties or result in any breach assets of Parent or Sub under, any provision of its certificate (a) the Organizational Documents of incorporation or by-lawsParent and of Sub, each as amended to date, (iib) require any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (b) and (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or Sub, materially impair or delay the ability of Parent or Sub to perform their respective obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby or thereby. No filing or registration with, or permit, authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity Entity") is required by or with respect to Parent or Sub in connection with the execution and delivery by Parent or Sub of this Agreement or of the Stockholder Agreements or is necessary for the consummation by Parent or Sub of the Offer, the Merger and the other transactions contemplated by this Agreement or the Stockholder Agreements, except for (except where i) in connection, or in compliance, with the failure to obtain Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) such permitsfilings, authorizations, consents or orders and approvals or to make as may be required by state takeover laws (the "State Takeover Approvals"); (iv) such filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"); (x) xxxxxxx xxx xpprovals required under applicaxxx xxxxxxx xx xxxxx-international antitrust laws and regulations; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not not, individually or in the aggregate, have a Material Adverse Effect on Parent, materially impair or delay the ability of Parent or Sub to perform its obligations hereunder or under the Stockholder to consummate Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby), (iii) result in a violation hereby 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 the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebythereby.

Consents and Approvals; No Violations. Except as set forth on Schedule 4.3, assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Seller or the Stockholder consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) those the failure of which to obtain or make would not interfere in any material respect with Seller’s ownership of the Shares, or otherwise prevent or materially delay the Closing and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of each Transaction Document to which Seller is a party nor the consummation by it Seller of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (iA) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsSeller’s Governing Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiiB) result in a violation or breach of, cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) ), create a material payment obligation or loss of material benefit under, or require any material action taken by Seller (including any notice, authorization, consent or approval) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, material agreement or other instrument or obligation to which the Stockholder Seller is a party or by which it or any of its properties or assets may be bound or (ivC) violate any orderLegal Requirement having jurisdiction over Seller, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except which in the case of clauses (iiiB) and (ivC) for violationsabove, breaches or defaultswould not have a material adverse effect on Seller’s ownership of the Shares, or rights of termination, amendment, cancellation otherwise prevent or acceleration, which would not materially impair delay the ability of the Stockholder to consummate the transactions contemplated herebyClosing.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and Sub do not, and the Stockholder nor performance by Parent and Sub of this Agreement and the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will not, (i) conflict with or result in any breach of violate any provision of its certificate the articles of incorporation or by-lawsbylaws (or equivalent organizational documents) of Parent or Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien, except a Permitted Lien, upon any of the respective properties or assets of, Parent or Sub under, any of the terms, conditions or provisions of a Contract or Permit, (iii) violate any noteLaw applicable to Parent, bond, mortgage, indenture, guarantee, other evidence any of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it its Subsidiaries or any of its their properties or assets may be bound or (iv) violate other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act and (D) the Exchange Act, require on the part of Parent or Sub any orderfiling or registration with, writor notification to, injunctionor require Parent or Sub to obtain any authorization, decreeconsent or approval of, statuteany Governmental Entity; except, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iiiii) and (iv) iii), for such violations, breaches or breaches, defaults, terminations, cancellations, accelerations or rights Liens that would not, individually or in the aggregate, have a Parent Material Adverse Effect, and, in the case of terminationclause (iv), amendmentfor such filings, cancellation registrations, notifications, authorizations, consents or accelerationapprovals the failure of which to make or obtain, which would not materially impair not, individually or in the ability of the Stockholder aggregate, reasonably be expected to consummate the transactions contemplated herebyhave a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, under and other applicable requirements ofof the Exchange Act, state securities or blue sky laws, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance filing and recordation of this Agreement the Merger Certificate as required by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict DGCL, no filing with or result in any breach of any provision of its certificate of incorporation or by-lawsnotice to, (ii) require any filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition 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 materially impair not, individually or in the ability aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the Stockholder to consummate consummation by Parent or Acquisition of the transactions contemplated hereby)hereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or similar governing documents) of Parent or Acquisition, (iiiii) to the knowledge of the Parent, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, 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 the Stockholder Parent or Acquisition is a party or by which it any of them or any of its their respective properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it Parent or Acquisition or any of its their respective properties or assetsassets except, except in the case of clauses clause (ii) or (iii) and (iv) ), for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate, have a Material Adverse Effect on Parent.

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 Securities Act, the Exchange Act, the HSR Act and any applicable Act, state takeover securities or blue sky laws, neither the executionNNM and the filing of the Certificate of Merger, none of the execution or delivery by Parent or Merger Sub of, or performance by Parent or Merger Sub of its obligations under, this Agreement by the Stockholder nor Agreement, the consummation by it Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by it Parent or Merger Sub with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-laws, bylaws of Parent or Merger Sub; (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity Entity; (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiic) 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 the Stockholder Parent, or any of its Subsidiaries is a party or by which it any of them or any of its their respective properties or assets may be bound bound; or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (iiib), (c) and (ivd) for such violations, breaches or defaultsdefaults which could not, individually or rights of terminationin the aggregate, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder be reasonably expected to consummate the transactions contemplated herebyhave a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for the filings as set forth in Section 4.3 of the Parent Disclosure Schedule and except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act Act, the laws of any foreign jurisdiction, state securities or blue sky laws and any applicable state takeover lawsthe DGCL, neither none of the execution, delivery or performance of this Agreement by Parent or the Stockholder nor Purchaser, the consummation by it Parent or the Purchaser of the transactions contemplated hereby nor Transactions or compliance by it Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-lawslaws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 its Subsidiaries or the Stockholder Purchaser is a party or by which it any of them or any of its their respective properties or assets may be bound bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the aggregate, have a Parent Material Adverse Effect or have a material adverse effect on the ability of the Stockholder Parent and Purchaser to consummate the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. Except for filingsAssuming the truth and accuracy of XX XX ICW’s and the Company’s representations and warranties set forth in Article 3, permitsno notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by Driven of this Agreement or the Ancillary Documents to which Driven is a party or the consummation by Driven of the transactions contemplated hereby or thereby, except for (i) compliance with and approvals as may be required under, and other applicable requirements of, filings under the HSR Act and any other applicable antitrust laws, (ii) those which have been obtained on or prior to the Closing Date, (iii) the approval of Sponsor (as defined in the Driven LLCA) (iv) applicable requirements, if any, of federal securities laws or state takeover “blue sky” laws. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Article 3, neither the execution, delivery or performance by Driven of this Agreement by or the Stockholder Ancillary Documents to which Driven is (or will be) a party nor the consummation by it Driven of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will or thereby does (ior will) (a) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsDriven’s Governing Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, amendment, cancellation or acceleration) 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 the Stockholder Driven is a party or by which it Driven or any of its properties or assets may be bound bound, or (ivc) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to it Driven or any of its properties or assets, except in the case of clauses (iiib) and (ivc) above, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, violations which would not prevent or materially impair delay the ability of the Stockholder to consummate the transactions contemplated herebyClosing.

Consents and Approvals; No Violations. Except for (i) the filing with the SEC of the Proxy Documents relating to the meeting of the Company Shareholders to be held in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Articles of Merger with the MN Secretary of State pursuant to the MBCA and with the DE Secretary of State pursuant to the DLLCA, (iii) the adoption of this Agreement by approval of holders of a majority of the shares of outstanding Company Common Stock and (iv) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (each a "GOVERNMENTAL ENTIT ), are necessary for the consummation by the Company of the transactions contemplated hereby, except for such consents, approvals, filings, declarations or registrations which, if not obtained prior to or at the Closing would not, either individually or in the aggregate, result in or give rise to a Company Material Adverse Effect. Neither the execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder Company nor the consummation by it the Company of the transactions contemplated hereby hereby, nor compliance by it the Company with any of the terms or provisions hereof hereof, will (i) conflict with or result in any breach of violate any provision of its certificate the Articles of incorporation Incorporation or by-laws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability Bylaws of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation Company 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 similar organizational documents of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebySubsidiaries.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the 35 41 HSR Act Act, state securities or blue sky laws and any applicable state takeover lawsthe DGCL, neither the execution, delivery or performance of this Agreement by Parent or the Stockholder Purchaser nor the consummation by it Parent or the Purchaser of the transactions contemplated hereby Transactions nor compliance by it Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the articles of incorporation or by-laws of Parent or the certificate of incorporation or by-lawslaws of the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where with respect to the failure to obtain such permits, authorizations, consents business carried on by Parent or approvals or to make such filings would not materially impair the ability its subsidiaries as of the Stockholder to consummate the transactions contemplated hereby)date hereof, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 its subsidiaries or the Stockholder Purchaser is a party or by which it any of them or any of its their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (iiiii),(iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of aggregate, have a material adverse effect on Parent, its subsidiaries and the Stockholder to consummate the transactions contemplated herebyPurchaser taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act Act, the TBCA, the NJBCA, state securities or blue sky laws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the Stockholder Purchaser nor the consummation by it Parent and the Purchaser of the transactions contemplated hereby nor compliance by it Parent and the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-lawslaws of Parent and the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a material adverse effect on Parent and its Subsidiaries, taken as a whole), (iii) result in a violation viola tion or breach of, or constitute (with or without due notice or lapse ox xxxse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationaccelera tion) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtednesslicense, lease, license, contract, agreement or other instrument or obligation to which the Stockholder Parent or any of its Subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in excluding from the case of foregoing clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate, have a material adverse effect on Parent and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for filingsapplicable requirements of the Securities Act of 1933, permitsas amended (the "SECURITIES Act"), authorizationsthe Securities Exchange Act of 1934, consents and approvals as may be required underamended (the "EXCHANGE ACT"), state securities or blue sky laws, and other applicable requirements offiling and recordation of a Certificate of Merger under the DGCL, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (except where public body or authority is required by or with respect to USI or USI Sub in connection with the failure to obtain such permits, authorizations, consents consummation by USI or approvals or to make such filings would not materially impair the ability USI Sub of the Stockholder to consummate transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by USI or USI Sub, nor the consummation by USI or USI Sub of the transactions contemplated hereby), nor compliance by USI or USI Sub with any of the provisions hereof, will (a) result in any breach of the Certificate of Incorporation or Bylaws of USI or the Certificate of Incorporation or Bylaws of USI Sub, (iiib) 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 the Stockholder USI or any of its subsidiaries is a party or by which it any of them or any of its their respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it USI, any of its subsidiaries or any of its their respective properties or assets, except in the case of clauses (iiib) and (ivc) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which defaults that would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect on USI.

Consents and Approvals; No Violations. Except for the filings, permits, authorizationsauthoriza- tions, consents and approvals as may be required under, and other applicable requirements of, the HSR Exchange Act and any applicable state takeover lawsthe DGCL, neither the execution, delivery or performance perfor- xxxxx of this Agreement by Parent or the Stockholder Purchaser nor the consummation by it Parent or the Purchaser of the transactions trans- actions contemplated hereby nor compliance by it Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-lawslaws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Gov- ernmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 the Stockholder Purchaser is a party or by which it any of them or any of its their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statutestat- ute, rule or regulation applicable to it Parent, any of its Subsidiaries or any of its their properties or assets, except in ex- cluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not, individually or in the aggregate, have a material adverse effect on Parent and its Subsidiaries, taken as a whole and which will not materially impair the ability of Parent or the Stockholder Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filingsas otherwise provided in EXHIBIT 4.04 attached hereto and in the filing and recordation of the Certificate of Merger, permitsas required by the Delaware General Corporation Law, authorizations, consents and approvals as may be required underno filing with, and other applicable requirements no permit, authorization, consent or approval of, any Governmental Authority is necessary for the HSR Act and any applicable state takeover lawsconsummation by Xxxxxx of the transactions contemplated by this Agreement. Except as set forth in EXHIBIT 4.04, neither the execution, execution and delivery or performance of this Agreement by the Stockholder Xxxxxx nor the consummation by it Xxxxxx of the transactions contemplated hereby nor compliance by it Xxxxxx with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the articles of incorporation or by-lawsbylaws of Xxxxxx, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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 the Stockholder Xxxxxx is a party or by which it or any of its properties or assets may be bound bound, or (iviii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to it Xxxxxx or any of its properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair cause an Xxxxxx Material Adverse Event and which will not prevent or delay the ability consummation of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.4, except for filingsthe filing of the Articles of Merger with the Secretary of State of the State of Nevada, permits, authorizations, consents and approvals as may be required underno filing with or notice to, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any filing with, or no permit, authorization, consent or approval of, any 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 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 materially impair have a Material Adverse Effect on the ability of the Stockholder Parent or Merger Sub to consummate the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby)hereby will (a) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of Parent or Merger Sub, (iiib) 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) Default 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 the Stockholder Parent or Merger Sub is a party or by which it any of them or any of its their respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to it Parent or Merger Sub or any of its Parent’s subsidiaries or any of their respective properties or assets, except in the case of clauses (iiib) and or (ivc) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, Defaults which would not materially impair have a Material Adverse Effect on the ability of the Stockholder Parent or Merger Sub to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except as set forth on Schedule 4.3 and except for filings, permits, authorizations, consents the Antitrust Clearances and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover lawsCFIUS Approval, neither the execution, execution and delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof Transactions will (ia) violate or conflict with or result in any breach of any provision of its certificate the Charter Documents of incorporation Seller or by-lawsSeller Parent, or with any resolution or authorization adopted by the governing body or equity holders of Seller or Seller Parent, (iib) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, excluding any permit, authorization, consent or approval required pursuant to a customer Contract involving a Company Group Member on the one hand and a Governmental Entity (except where on the failure to obtain such permitsother hand, authorizations, consents or approvals or to make such filings would not materially impair the ability require any approval of the Stockholder to consummate the transactions contemplated hereby)Seller’s or Seller Parent’s stockholders (c) violate, (iii) conflict with or result in a violation or breach ofdefault under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 Contract to which the Stockholder Seller or Seller Parent is a party or by which it or any of its properties or assets may be bound party; or (ivd) violate any orderLaw, writ, injunction, decree, statute, rule Order or regulation License applicable to it Seller or any of its properties or assetsSeller Parent, except in the each case of the foregoing clauses (iiib), (c) and (iv) for d), such requirements, violations, breaches or defaultsconflicts, defaults or rights of termination, amendment, cancellation or acceleration, which (i) as would not be reasonably likely to materially impair and adversely affect the ability of the Stockholder Seller or Seller Parent to consummate the transactions contemplated herebyTransactions or (ii) which become applicable as a result of any acts or omissions by, or the status of or any facts pertaining to, Buyer or its Affiliates prior to or as of Closing.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Neither the execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder Buyer, the Sub and Cendant nor the consummation by it the Buyer, the Sub and Cendant of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of its the certificate of incorporation or by-lawslaws of the Buyer, the Sub or Cendant, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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 require any of the termsconsent under, 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 the Stockholder Buyer, the Sub or Cendant is a party or by which it any of them or any of its their respective properties or assets may be bound or bound, (ivc) violate any order, writ, injunction, decree, statute, rule decree or regulation Laws applicable to it the Buyer, the Sub or Cendant, any of its subsidiaries or any of its their respective properties or assets, or (d) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except in the case of clauses (iiib), (c) and (ivd) of this Section 3.3 for any such violations, breaches or breaches, defaults, or rights of termination, amendment, cancellation or accelerationacceleration or requirements that, which individually or in the aggregate, would not materially impair have a Buyer Material Adverse Effect (as hereinafter defined). As used in this Agreement, the term "Buyer Material Adverse Effect" shall mean an event, change or circumstance that would adversely affect the ability of the Stockholder Buyer, the Sub and Cendant to consummate the transactions contemplated herebyhereby or to perform their obligations hereunder.

Consents and Approvals; No Violations. Except No Governmental Approval is required on the part of (a) each Company for filings, permits, authorizations, consents the execution and approvals as may be required underdelivery by such Company of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, and (b) any other applicable Subsidiary of Sellers, for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except (i) as listed on Section 3.04 of the Disclosure Letter; (ii) compliance with any applicable requirements of, of the HSR Act and any other applicable state takeover lawsUnited States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, “Investment Laws”) listed on Section 6.04(a) of the Disclosure Letter; or (iii) any such Governmental Approval, the failure to make or obtain would not have a Material Adverse Effect. Assuming compliance with the items described in clauses (i) and (ii) of the preceding sentence, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by the Stockholder each Company nor the consummation by it such Company or any other applicable Subsidiary of Sellers of the transactions contemplated hereby nor compliance by it with any of the provisions hereof or thereby, as applicable, will (iA) conflict with or result in any breach or violation of any provision of its certificate of incorporation or by-lawsrespective organizational documents, as applicable, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiiB) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) 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 the Stockholder is a party or by which it or any of its properties or assets may be bound Material Contract or (ivC) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it such Company or any of its properties or assetsthe Business Assets, except in the case of clauses (iiiB) and (iv) C), for breaches or violations, breaches or defaults, Liens or rights of termination, amendment, cancellation or acceleration, which that would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 3.3 of the Disclosure Schedule, permitsassuming that all consents, authorizationsapprovals, consents and approvals as may be required under, authorizations and other applicable requirements ofactions described in this Section 3.3 have been obtained and all filings and obligations described in this Section 3.3 have been made or satisfied, the HSR Act execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by and the Stockholder nor Agreements do not, and the consummation by it of the transactions contemplated hereby nor and thereby and compliance by it with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the provisions hereof will (i) conflict with properties or result in any breach assets of Parent or Sub under, any provision of its certificate (a) the Organizational Documents of incorporation or by-lawsParent and of Sub, each as amended to date, (iib) require any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (b) and (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or Sub, materially impair or delay the ability of Parent or Sub to perform their respective obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby or thereby. No filing or registration with, or permit, authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity Entity") is required by or with respect to Parent or Sub in connection with the execution and delivery by Parent or Sub of this Agreement or of the Stockholder Agreements or is necessary for the consummation by Parent or Sub of the Offer, the Merger and the other transactions contemplated by this Agreement or the Stockholder Agreements, except for (except where i) in connection, or in compliance, with the failure to obtain Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) such permitsfilings, authorizations, consents or orders and approvals or to make as may be required by state takeover laws (the "State Takeover Approvals"); (iv) such filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"); (v) filings and approvals required under applicable foreign or multi-international antitrust laws and regulations; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not not, individually or in the aggregate, have a Material Adverse Effect on Parent, materially impair or delay the ability of Parent or Sub to perform its obligations hereunder or under the Stockholder to consummate Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby), (iii) result in a violation hereby 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 the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebythereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable Securities Act, the Exchange Act, state takeover securities or blue sky laws, neither the executionXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers,Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the VITAL Disclosure Schedule no filing with or notice to, and no permit, authorization,consent or approval of,any court or tribunal or administrative,governmental or regulatory body,agency or authority(a "Governmental Entity") is necessary for the execution and delivery or performance by VITAL of this Agreement by the Stockholder nor or the consummation by it VITAL of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawshereby, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not materially impair the ability have a Material Adverse Effect on VITAL. Except as set forth in Section 2.6 of the Stockholder to consummate VITAL Disclosure Schedule, neither the execution, delivery and performance of this Agreement by VITAL nor the consummation by VITAL of the transactions contemplated hereby)hereby will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or similar governing documents) of VITAL, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) 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 the Stockholder VITAL is a party or by which it or any of its properties or assets may be bound bound, or (iviii) violate any order, writ, injunction, ,decree, law, statute, ,rule or regulation applicable to it VITAL or any of its properties or assets, ,except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect on VITAL.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofof the HSR Act, the HSR Act Securities Act, the Exchange Act, Competition Laws and any applicable state takeover lawssecurities or blue sky Laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (is necessary for the consummation by Parent Holdings or Holdings of the transactions contemplated by this Agreement, except where the failure to obtain for such filings, permits, authorizations, consents or approvals the failure of which to be made or to make such filings obtained would not materially impair individually or in the ability aggregate (i) have a Holdings Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the Stockholder to consummate transactions contemplated by this Agreement. Except as set forth on Section 4.5 of the Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or Holdings, nor the consummation by Parent Holdings or Holdings of the transactions contemplated hereby), nor compliance by Parent Holdings or Holdings with any of the provisions hereof, will (iiia) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Parent Holdings, Holdings or Worldwide; (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, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence Contract or of indebtedness, lease, any license, contractfranchise, agreement permit, concession, certificate of authority, order, approval, application or other instrument registration of, from or obligation with any Governmental Entity to which the Stockholder Parent Holdings, Holdings or Worldwide is a party or by which it any of them or any of its their properties or assets may be bound bound; or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Holdings, Parent Holdings or Worldwide or any of its their properties or assets, except in the case of clauses (iiib) and (ivc) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair individually or in the ability of the Stockholder to consummate the transactions contemplated hereby.aggregate have a Holdings Material Adverse Effect. Section 4.6

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act Act, the filing and any applicable state takeover laws, neither recordation of the execution, delivery or performance Certificate of this Agreement Merger as required by the Stockholder nor DGCL and as otherwise set forth in Section 4.3 to the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict Parent Disclosure Schedule, no filing with or result in any breach of any provision of its certificate of incorporation or by-lawsnotice to, (ii) require any filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (Entity, or any person under any Contract to which Parent or Sub is a party or to which any of their respective properties or assets is subject, is necessary for the execution and delivery by Parent or Sub of this Agreement or the consummation by Parent or Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not materially impair be material to Parent or Sub. Neither the ability execution, delivery and performance of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the Stockholder to consummate Transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the transactions contemplated hereby)respective certificates of incorporation or bylaws (or similar governing documents) of Parent or Sub, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) 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 Contract to which the Stockholder Parent or Sub is a party or by which it either of them or any of its their respective properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it Parent or Sub or any of its their respective properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair the ability have a Material Adverse Effect on Parent of the Stockholder to consummate the transactions contemplated herebySubsidiary.

Consents and Approvals; No Violations. Except No material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance by Buyer or Marcus of this Agreement by or the Stockholder nor Ancillary Documents to which Buyer or Marcus is a party or the consummation by it Buyer or Marcus of the transactions contemplated hereby or thereby, except for those set forth on Schedule 4.5 and for compliance with and filings under the HSR Act, the Securities Act and the Exchange Act. Neither the execution, delivery or performance by Buyer or Marcus of this Agreement and the Ancillary Documents to which Buyer or Marcus is a party nor compliance the consummation by it with any Buyer or Marcus of the provisions hereof transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of its certificate of incorporation Buyer’s or by-lawsMarcus’s Governing Documents, (iib) require any filing withexcept as set forth on Schedule 4.5, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contractContract, agreement or other instrument or obligation to which the Stockholder Buyer or Marcus is a party or by which it or any of its properties or assets may be bound party, or (ivc) subject to compliance with and filings under the HSR Act, the Securities Act and the Exchange Act, violate any order, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity applicable to it Buyer or any of its properties or assetsMarcus, except in the case of clauses (iiib) and (ivc) above, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, violations which would not prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals set forth in Section 4.3 of the Parent Disclosure Letter, as may result from any facts or circumstances related to the Company or its Subsidiaries or as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act Act, the CFIUS Approval, the DGCL, the rules and any applicable regulations of the NASDAQ, or state takeover lawssecurities Laws, neither the execution, delivery or performance of this Agreement by the Stockholder Parent and Merger Sub nor the consummation by it Parent and Merger Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) contravene, conflict with with, or result in any violation or breach of any provision of its the certificate of incorporation or by-lawsbylaws, or similar organizational documents, of Parent or Merger Sub, (iib) require Parent or Merger Sub to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity or workers council or similar organization, (except where c) assuming compliance with the failure matters referred to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyin clause (b), (iii) contravene, conflict with or result in a violation or breach ofof any provision of any applicable Law, (d) require any consent or other action by any Person under, constitute a default, or constitute (an event that, with or without due notice or lapse of time or both) , could become a default (default, under, or give rise to cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of termination, amendment, cancellation or acceleration) any benefit under, any of the terms, conditions or provisions of any noteContract, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (ive) violate result in the creation or imposition of any orderLien on any asset of Parent or Merger Sub, writwith such exceptions, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of each of clauses (iiib) and through (iv) for violationse), breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which as would not reasonably be expected, individually or in the aggregate, to prevent or materially impair delay or impede the ability consummation of the Stockholder to consummate Merger or any of the other transactions contemplated hereby. No Consent of any Person is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby., except:

Consents and Approvals; No Violations. No filing or ------------------------------------- registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary or required in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Template Acquisitions I or for the consummation by Template Acquisitions I of the transactions contemplated by this Agreement or the Ancillary Agreements. Except for filingsthe consent of Template's senior lender, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover lawswhich consent has been obtained, neither the execution, delivery or and performance of this Agreement by or the Stockholder Ancillary Agreements nor the consummation by it of the transactions contemplated hereby nor compliance or thereby by it with any of the provisions hereof Template Acquisitions I will (ia) conflict with or result in any breach of any provision of its certificate the Articles of incorporation or by-laws, Association of Template Acquisitions I; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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 the Stockholder Template Acquisitions I is a party or by which it Template Acquisitions I or any of its properties or assets may be bound bound; or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Template Acquisitions I or any of its respective properties or assetsassets except, except in the case of clauses subsection (iiib) and (ivc) above, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which defaults that would not materially impair in the ability aggregate have a Material Adverse Effect on the business, operations or financial condition of the Stockholder to consummate Template Acquisitions I and that will not prevent or delay the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals as may be required underaccuracy of the Company’s representations and warranties contained in Section 4.5, and other applicable requirements ofthe Sellers’ and the Representative’s representations and warranties contained in Section 5.1(b), the HSR Act and no material notices to, filings with, or authorization, consent or approval of any applicable state takeover laws, neither Governmental Entity is necessary for the execution, delivery or performance of this Agreement by Purchaser or the Stockholder nor Ancillary Documents to which Purchaser is a party or the consummation by it Purchaser of the transactions contemplated hereby or thereby, except for those set forth on Schedule 6.3. Neither the execution, delivery nor compliance performance by it with any Purchaser of this Agreement or the Ancillary Documents to which Purchaser is, or is specified to be, a party nor the consummation by Purchaser of the provisions hereof transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsPurchaser’s Governing Documents, (iib) require any filing withexcept as set forth on Schedule 6.3, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 Contract to which the Stockholder Purchaser is a party or by which it Purchaser or any of its properties or assets may be bound bound, or (ivc) violate any order, writ, injunction, decree, statute, rule Order or regulation applicable Applicable Law to it which Purchaser or any of its properties or assetsassets is subject to or bound, except in the case of clauses (iiib) and (ivc) above, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, violations which would not prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents filings and approvals Permits as may be required under, and other applicable requirements of, the HSR Act Exchange Act, the Securities Act, the URBCA, state blue sky laws and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the Stockholder Merger Sub nor the consummation by it Parent and the Merger Sub of the transactions contemplated hereby nor compliance by it Parent and the Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the respective articles of incorporation or by-lawslaws of Parent or Merger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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 indebtednessIndebtedness, lease, license, Permit, contract, agreement or other instrument or obligation to which the Stockholder Parent or any of its subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to it Parent or Merger Sub or any of its their respective properties or assets, except in the case of clauses (ii) and (iii) and (iv) for such violations, breaches or defaultsdefaults which do not have, or rights of terminationand would not reasonably be expected to have, amendment, cancellation or acceleration, a Parent Material Adverse Effect and which would will not materially impair the ability of the Stockholder Parent or Merger Sub to consummate or prevent or materially delay the consummation of the Offer and the Merger or the other transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 4.6 of the SpeechPhone Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable Securities Act, the Exchange Act, state takeover securities or blue sky laws, neither the HSR Act, the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by SpeechPhone of this Agreement or the consummation by SpeechPhone 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 SpeechPhone. Neither the execution, delivery or and performance of this Agreement by the Stockholder SpeechPhone nor the consummation by it SpeechPhone of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the Articles of incorporation Incorporation or by-lawsBylaws (or similar governing documents) of SpeechPhone, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder SpeechPhone is a party or by which it or any of its properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it SpeechPhone or any of its properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect on SpeechPhone.

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 Securities Act of 1933, as amended (the "Securities Act"), the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD"), the HSR Act (as defined in the Merger Agreement referred to below), and any applicable state takeover securities laws, neither none of the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor Seller, or compliance by it the Seller with any of the provisions hereof will hereof, shall (i) conflict with or result in any breach of any provision of its the certificate of incorporation incorporation, the bylaws or by-lawssimilar organizational documents of the Seller, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)governmental entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteParent Agreement (as defined in the Merger Agreement), bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it the Seller, or to which the Seller is a party or by which any of its properties or assetsassets is bound, except in excluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaultsdefaults which would not, individually or in the aggregate, have a material adverse effect on the Seller and its subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained for the execution, delivery and performance of, or rights consummation of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyunder, this Agreement or any Parent Agreement (as defined in the Merger Agreement) prior to the Closing, except for such consents and approvals the failure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on the Seller and its subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the TB Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable Securities Act, the Exchange Act, state takeover securities or blue sky laws, neither the HSR Act, and the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by TB of this Agreement or the consummation by TB of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on TB. Neither the execution, delivery or and performance of this Agreement by the Stockholder TB nor the consummation by it TB of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the Articles of incorporation Incorporation or by-lawsBylaws (or similar governing documents) of TB, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder TB is a party or by which it or any of its properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it TB or any of its properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect on TB.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required underdisclosed in Section 4.4 of the Buyer Disclosure Schedule, and other except for applicable requirements of, of the HSR Exchange Act and any applicable state takeover German pre-merger notification laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (except where Entity, is necessary for the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair consummation by the ability Buyer of the Stockholder to consummate the transactions contemplated hereby)by this Agreement and the Investment Agreement. Except as set forth in Section 4.4 of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement, the Investment Agreement and the Other Agreements by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby or thereby nor compliance by the Buyer with any of the provisions hereof or A-14 19 thereof will (i) conflict with or breach any provision of the Articles of Organization or By-Laws (or similar organizational documents) of the Buyer or any Buyer Subsidiary, (iiiii) result in a violation violate or breach any provision 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 result in the creation of any lien) 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 the Stockholder Buyer or any Buyer Subsidiary is a party or by which it any of them or any of its their properties or assets may be bound bound, or (iviii) violate any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to it the Buyer, any Buyer Subsidiary or any of its their properties or assets, except in the case of clauses (iiiii) and (iviii) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair either have a Material Adverse Effect or prevent or delay the ability consummation of the Stockholder to consummate the transactions contemplated hereby.. 4.5

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act Act, the DGCL, the Exchange Act, state blue sky and any applicable state securities or takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder each Acquiror Entity nor the consummation by it each Acquiror Entity of the transactions contemplated hereby nor compliance by it with any of the provisions hereof Transactions will (i) conflict with or result in any a breach of any provision of its certificate the charter or bylaws of incorporation or by-lawssuch Acquiror Entity, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, vesting, amendment, cancellation or accelerationacceleration or impose on either of the Acquiror Entities any 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, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation Contract to which the Stockholder any Acquiror Entity is a party or by which it or its assets is bound, (iii) require any filing or registration with, or permit, authorization, consent or approval of, any Governmental Entity on the part of its properties or assets may be bound either Acquiror Entity or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to it or any of its properties or assetswhich such Acquiror Entity is subject, except in excluding from the case of clauses foregoing clause (iiiii) and (iv) for violationssuch conflicts, breaches or requirements, defaults, failures, breaches, rights or rights of termination, amendment, cancellation or acceleration, which would violations that could not materially impair the ability of the Stockholder reasonably be expected to consummate the transactions contemplated herebyhave an Acquiror Entity Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth on Schedule 2.1(e) (Third Party Consents-Xxxxxxx) and except for filingsapplicable requirements of federal securities laws and state securities or blue sky laws, permits, authorizations, consents and approvals as may be required underno filing with, and other applicable requirements no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the HSR Act consummation by BFS, BTI or the Shareholders of the transactions described in this Agreement. Neither the execution and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by BFS, BTI or the Stockholder Shareholders nor the consummation by it BFS, BTI or the Shareholders of the transactions contemplated hereby described herein, nor compliance by it BFS, BTI or the Shareholders with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of its certificate the Articles of incorporation Incorporation or by-lawsBylaws of BFS or BTI, (iib) require any filing with, (i) conflict with or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or (ii) constitute (with or without due notice or lapse of time or both) a default under, (iii) require BFS, BTI or the Shareholders to obtain any consent, approval or action of, make any filing with or give rise any notice (other than those that have been obtained or given) to any third party as a result or under the terms of, (iv) result in or give to any third party any right of termination, amendmentcancellation, cancellation acceleration or accelerationmodification in or with respect to, (A) result in or give to any third party any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under or (B) result in the creation or imposition of any Lien upon BFS, BTI or the Shareholders or any of their respective affiliates or their respective assets and properties under, any contract, license, permit, franchise or other agreement or instrument to which BFS, BTI or the Shareholders is a party or by which any of its assets or properties is bound, or that would prevent the consummation of the transactions contemplated thereby 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 the Stockholder Shareholders, BFS, BTI or any of their respective Subsidiaries or affiliates of any of them, is a party or by which it or any of its them or their properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it BFS, BTI or any of its their respective Subsidiaries, if any, and the Shareholders or any of their properties or assets, except in the case of clauses (iiib) and (ivc) for violations, breaches or defaultsdefaults which are not in the aggregate materially adverse to BFS, or rights of terminationBTI and their respective Subsidiaries, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyif any.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents the Fairness Hearing and approvals as may be required under, the filing and other applicable recordation of the Certificate of Merger in accordance with the requirements of, of the HSR Act and any applicable state takeover lawsCCC, neither the execution, delivery or performance of this Agreement by the Stockholder nor Parent and Merger Sub, the consummation by it Parent and Merger Sub of the transactions contemplated hereby hereby, nor compliance by it Parent with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (ii) require any notice to, filing with, or permit, authorization, consent or approval of, any Governmental Entity or any private third party, (except where the failure to obtain such permits, authorizations, consents ii) conflict with or approvals or to make such filings would not materially impair the ability result in any breach of any provision of the Stockholder to consummate the transactions contemplated hereby)charter or bylaws of Parent or Merger Sub, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or result in the creation of any Lien) 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 the Stockholder Parent or Merger Sub is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to it Parent, Merger Sub or any of its their properties or assetsassets except, except in the case of clauses (i), (iii) and (iv) for ), where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaultsdefaults would not, individually or rights of terminationin the aggregate, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder Parent or Merger Sub to consummate the transactions contemplated herebyby this Agreement and would not reasonably be expected to result in 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, the Exchange Act, the HSR Act and any applicable Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign laws, neither the execution, delivery or performance of this Agreement by the Stockholder Parent and Sub nor the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective certificate of incorporation or by-lawslaws of Parent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyMerger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtednesslicense, lease, license, contract, agreement or other instrument or obligation to which the Stockholder Parent or any of its subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not not, individually or in the aggregate, be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filingsapplicable requirements of the Exchange Act, permits, authorizations, consents and approvals as may be required underSecurities Act, and other applicable requirements the filing and recordation of a Certificate of Merger, as required by the Delaware General Corporation Law, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority, is necessary for the HSR Act and any applicable state takeover lawsconsummation by ZMAX of the transactions contemplated by this Agreement. Except as set forth in EXHIBIT 5.04 attached hereto, neither the execution, execution and delivery or performance of this Agreement by the Stockholder ZMAX or Acquisition nor the consummation by it ZMAX or Acquisition of the transactions contemplated hereby nor compliance by it ZMAX or Acquisition with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the articles of incorporation or by-lawsbylaws of ZMAX or Acquisition, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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 the Stockholder ZMAX or any of its subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to it ZMAX, any of its subsidiaries or any of its their properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair cause a ZMAX Material Adverse Effect and which will not prevent or delay the ability consummation of the Stockholder to consummate the 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, of the HSR Act and any applicable state takeover lawsAct, neither the execution, execution and delivery or performance of this Agreement, the Escrow Agreement or the Closing Notes by the Stockholder Buyer nor the consummation by it Buyer of the transactions contemplated hereby nor compliance by it with any of the provisions hereof this Agreement will (ia) conflict with or result in any breach of any provision of its the certificate of incorporation or by-lawsbylaws of Buyer, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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, amendmentcancellation, cancellation acceleration or accelerationthe loss of a benefit) under, or require any consent under or result in the creation of the terms, conditions or provisions of any Lien under any note, bond, mortgage, deed of trust, indenture, guarantee, other evidence of indebtedness, lease, license, contractcommitment, Contract, agreement or other instrument instrument, obligation or obligation arrangement to which the Stockholder Buyer is a party or by which it Buyer or any of its properties or assets may be bound or affected, (ivc) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Laws applicable to it Buyer or any of its properties or assets, or (d) require any notice to, filing with, or the obtaining of any permit, authorization, consent or approval of or any action by, any governmental or regulatory authority, domestic or foreign, except in the case of clauses (iiib), (c) and (ivd) of this Section 4.3 for any such violations, breaches or breaches, defaults, or rights of termination, amendment, cancellation or accelerationacceleration or requirements which, which individually or in the aggregate, would not materially impair have a Buyer Material Adverse Effect, or which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Buyer. As used in this Agreement, the term “Buyer Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that would, or would be reasonably expected to adversely affect the ability of the Stockholder Buyer to consummate the transactions contemplated herebyby this Agreement; provided, that none of the following shall be deemed in and of themselves to constitute a Buyer Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the United States economy (provided that the Buyer is not disproportionately affected thereby), (ii) the industries in which the Buyer operates in general (provided that the Buyer is not disproportionately affected thereby), or (iii) the announcement of this agreement or the transactions contemplated thereby.

Consents and Approvals; No Violations. Except for applicable requirements of the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and the filing of the Articles of Exchange in such form as required by, and executed in accordance with the relevant provisions of the Act, no filing with, and no permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by Pinecrest of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Pinecrest (“Pinecrest Material Adverse Effect”). Neither the execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder Pinecrest nor the consummation by it Pinecrest of the transactions contemplated hereby hereby, nor compliance by it Pinecrest with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of its certificate the Articles of incorporation Incorporation of Pinecrest or by-lawsthe Bylaws of Pinecrest, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) result in a violation or breach of, or constitute (with or without due the notice or lapse of time or both) a default (or give rise to any right of termination, 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 the Stockholder Pinecrest is a party or by which it any of them or any of its their properties or assets may be bound bound, or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Pinecrest or any of its properties or assets, except in the case of clauses (iiib) and (ivc) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate have a Pinecrest 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 Exchange Act (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "SCHEDULE 13E-3"), the HSR Act and any applicable state takeover lawsSection 251 of the Corporation Law, neither the execution, delivery or performance of this Agreement by the Stockholder Parent and Sub nor the consummation by it Parent and Sub of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the respective articles/certificate of incorporation or by-lawsbylaws of Parent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would could not be reasonably expected to prevent or materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyMerger), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtednesslicense, lease, license, contract, agreement or other instrument or obligation to which the Stockholder Parent or Sub is a party or by which it either of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent or Sub or any of its their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaultsdefaults which could not, individually or rights of terminationin the aggregate, amendment, cancellation be reasonably expected to prevent or acceleration, which would not materially impair delay the ability consummation of the Stockholder to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required underrequired, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor BAYOU ROAD Stockholder, the consummation by it the BAYOU ROAD Stockholder of the transactions contemplated hereby nor and compliance by it the BAYOU ROAD Stockholder with any of the provisions hereof will shall not (ia) conflict with or result in any breach of any provision provisions of its certificate the organizational documents of incorporation or by-lawssuch BAYOU ROAD Stockholder, (iib) require any filing by such BAYOU ROAD Stockholder or any of its Subsidiaries with, or any permit, authorization, consent or approval of, to be obtained by such BAYOU ROAD Stockholder of any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iiic) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any right of termination, 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 Contract to which the such BAYOU ROAD Stockholder is a party or by which it any of them or any of its their properties or assets may be bound or affected or (ivd) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to it or any of its properties or assetssuch BAYOU ROAD Stockholder, except except, in the case of clauses clause (iiic) and or (iv) d), for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair have a material adverse effect on the ability of the such BAYOU ROAD Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 4.6 of the SpeechCard Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable Securities Act, the Exchange Act, state takeover securities or blue sky laws, neither the HSR Act, the rules of FINRA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by SpeechCard of this Agreement or the consummation by SpeechCard of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on SpeechCard. Neither the execution, delivery or and performance of this Agreement by the Stockholder SpeechCard nor the consummation by it SpeechCard of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the Articles of incorporation Incorporation or by-lawsBylaws (or similar governing documents) of SpeechCard, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time 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, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder SpeechCard is a party or by which it or any of its properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it SpeechCard or any of its properties or assets, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect on SpeechCard.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or Self-Regulatory Organization is required on the part of APH, AIL, ASL or Cobalt for the execution, delivery and performance by APH, AIL, ASL or Cobalt of this Agreement or the consummation by APH, AIL, ASL or Cobalt of the transactions described in Section 1.4 and the other transactions contemplated by this Agreement, except (a) compliance with any applicable requirements of, of the HSR Act Act; or (b) the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the Company and any applicable state takeover lawsits Subsidiaries taken as a whole or to materially delay, or impair or prevent, consummation of the transactions contemplated hereby. Assuming compliance with the items described in clause (a) of the preceding sentence, neither the execution, delivery or and performance of this Agreement by the Stockholder APH, AIL, ASL or Cobalt nor the consummation by it APH, AIL, ASL or Cobalt of the transactions described in Section 1.4 or the other transactions contemplated hereby nor compliance by it with any of the provisions hereof this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of its certificate the memorandum of association or articles of association of APH, AIL or ASL or the articles of incorporation or by-laws, laws of Cobalt; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) 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) under, any of the terms, conditions or provisions of any noteCompany Material Contract; or (iii) violate or infringe any Law applicable to APH, bondAIL, mortgageASL or Cobalt, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its their respective properties or assets, ; except in the case of clauses clause (ii) or (iii) and (iv) ), for breaches, violations, breaches or infringements, defaults, Liens or other rights of termination, amendment, cancellation or acceleration, which that would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or that would materially delay, or impair the ability or prevent, consummation of the Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except (x) for filings, permits, authorizations, consents and approvals as may be required undercompliance with the HSR Act, and other applicable requirements of, the rules promulgated under the HSR Act and any applicable state takeover lawsother Competition Law, neither (y) for filings that may be required under the executionExchange Act and (z) as set forth on Schedule 3.03, the execution and delivery or performance by Seller of this Agreement and the Ancillary Agreements (including the execution by the Stockholder nor those Affiliates of Seller which are parties to such Ancillary Agreements), and the consummation by it Seller and its Affiliates of the transactions contemplated hereby nor compliance by it with any this Agreement and the Ancillary Agreements will not (a) violate the provisions of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsbylaws of Seller or any its Affiliates, (iib) violate any Applicable Law (including, without limitation, any Environmental Law), (c) require any filing with, or permit, authorization, consent or approval of, or the giving of any notice to, or filing with, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Authority, (iiid) result in a violation require any consent or breach ofother action by any Person under, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, amendment, cancellation or acceleration) under, acceleration of any right or obligation or to a loss of any benefit with respect to any of the terms, conditions or provisions Acquired Assets under any provision of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it binding upon Seller or any of its properties Affiliates or assets may be by which the Acquired Assets are bound or (ive) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to it Encumbrance on any asset (including the Acquired Assets) of Seller or any of its properties or assetsAffiliates, except in excluding from the case of foregoing clauses (iiib) through (e) consents, approvals, notices and (iv) for filings the absence of which, and violations, breaches or defaults, rights, conflicts or rights Encumbrances the existence of terminationwhich, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsAssuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.5 and Seller’s representations and warranties contained in Section 4.2, permitsno material notices to, filings with, or authorizations, consents and or approvals as may be required under, and other applicable requirements of, the HSR Act and of any applicable state takeover laws, neither Governmental Entity are necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which Buyer is a party or the consummation by Buyer of the Stockholder transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act and (ii) those set forth on Schedule 5.3. Neither the execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a party nor the consummation by it Buyer of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsBuyer’s Governing Documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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, amendment, cancellation or acceleration) under, 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 the Stockholder Buyer is a party or will become a party as of Closing or by which it any of them or any of its their respective properties or assets may be bound bound, or (ivc) violate any orderLaw, writ, injunction, decree, statute, rule injunction or regulation decree of any Governmental Entity applicable to it Buyer or any of its Buyer’s Subsidiaries or any of their respective properties or assets, except in the case of clauses (iiib) and (ivc) above, for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, violations which would not prevent or materially impair delay the ability consummation of the Stockholder to consummate the 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 ofof the Exchange Act, the HSR Act and the FCC Act, and as may be necessary as a result of any applicable state takeover lawsfacts or circumstances relating solely to Seller and its Subsidiaries, neither the execution, delivery or performance of this Agreement by the Stockholder Buyer nor the consummation by it Buyer of the transactions contemplated hereby nor compliance by it Buyer with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate the respective charter or bylaws of incorporation or by-lawsBuyer, (ii) require any filing by Buyer or its Subsidiaries with, or permit, authorization, consent or approval to be obtained by Buyer or its Subsidiaries of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) 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 Contract to which the Stockholder Buyer or any of its Subsidiaries is a party or by which it any of them or any of its their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to it Buyer or any of its properties or assetsSubsidiaries, except except, in the case of clauses clause (ii), (iii) and or (iv) ), for failures to file or obtain, violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the aggregate, have a material adverse effect on the ability of the Stockholder Buyer to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the filings set forth in Section 4.4 of the disclosure schedule delivered to the Company (the "Parent Disclosure Schedule") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act Act, and any applicable state takeover lawsthe DGCL, neither the execution, delivery or performance of this Agreement by the Stockholder Parent nor the consummation by it Parent of the transactions contemplated hereby nor compliance by it Parent with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its the certificate of incorporation or the by-lawslaws of Parent, (ii) as of the date of this Agreement, require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)Entity, (iii) as of the date of this Agreement, result in a violation violation, conflict with 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) result in the termination in or a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligation pursuant to, result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties of Parent under, or result in being declared void, voidable or without further binding effect 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 the Stockholder Parent is a party or by which it Parent or any of its properties or assets may be bound or (iv) as of the date of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to it Parent or any of its Parent's properties or assets, except in excluding from the case of foregoing clauses (ii), (iii) and (iv) for such violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair not, individually or in the ability of the Stockholder to consummate the transactions contemplated herebyaggregate, have a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for the filings set forth on Section 4.3 of the Sub Disclosure Schedule delivered to the Company on or before the date hereof (the "SUB DISCLOSURE SCHEDULE") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover lawsthe DGCL, neither the execution, delivery or performance of this Agreement by the Stockholder Parent or Sub nor the consummation by it Parent or Sub of the transactions contemplated hereby nor compliance by it Parent or Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or the bylaws of Parent or its certificate of incorporation or by-lawsSubsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where on the failure to obtain such permits, authorizations, consents part of Parent or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby)its Subsidiaries, (iii) result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any notecontracts, bondagreements, mortgagecommitments, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation instruments and guarantees to which the Stockholder Parent or its Subsidiaries is a party or by which it or any of its properties or assets may be bound party, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation Legal Requirement applicable to it Parent or any of its properties or assetsSubsidiaries, except in the any case referred to in any of clauses (iiiii) and through (iv) for violationsabove which, breaches individually or defaultsin the aggregate, or rights of termination, amendment, cancellation or acceleration, which would not materially impair reasonably be expected to result in a material adverse effect on the ability of the Stockholder Parent and Sub to perform their obligations under this Agreement or consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and Purchaser do not, and the Stockholder nor performance by Parent and Purchaser of this Agreement and the consummation by it Parent and Purchaser of the transactions contemplated hereby nor compliance by it with any of the provisions hereof Transactions will not, (ia) conflict with or result in any breach of violate any provision of its the certificate of incorporation or by-lawsbylaws (or other equivalent organizational documents) of Parent or Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iiib) 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 Contract to which the Stockholder is a party or by which it Parent or any of its properties Subsidiaries is a party, (c) violate any Law applicable to Parent, any of its Subsidiaries or any of their respective assets may be bound or (d) other than in connection with or compliance with applicable requirements of (i) the DGCL, (ii) the Antitrust Laws, (iii) Securities Exchange Rules, (iv) violate the Exchange Act and (v) applicable state securities Laws, require Parent or Purchaser to make any orderfiling or registration with or notification to, writor require Parent or Purchaser to obtain any authorization, injunctionconsent or approval of, decreeany Governmental Authority, statutelabor union, rule works council or regulation applicable to it or any of its properties or assetsother labor organization; except, except in the case of clauses (iiib), (c) and (iv) d), for such violations, breaches or defaultsdefaults that would not, or rights such filings, registrations, notifications, authorizations, consents or approvals the failure of terminationwhich to be made or obtained would not, amendmentindividually or in the aggregate, cancellation or acceleration, which would not materially impair the ability of the Stockholder reasonably be expected to consummate the transactions contemplated herebyhave a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 3.5, permitsassuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.3, no notices to, filings with, or authorizations, consents and or approvals as may be required under, and other applicable requirements of, the HSR Act and of any applicable state takeover laws, neither Person or Governmental Entity are necessary for the execution, delivery or performance by any Group Company of this Agreement by or the Stockholder nor Ancillary Documents to which any Group Company is a party or the consummation by it the Company of the transactions contemplated hereby nor or thereby, except for (i) compliance with and filings under the HSR Act, (ii) those that may be required solely by it with reason of Parent’s or Merger Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby, (iii) those the failure of which to obtain or make would not reasonably be expected to have a material and adverse effect on the Group Companies and (iv) applicable requirements, if any, of federal securities laws or state “blue sky” laws. None of the provisions hereof execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of its certificate of incorporation or by-lawsany Group Company’s Governing Documents, (iib) require any filing withexcept as set forth on Schedule 3.5, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby), (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (under or give rise to any right of termination, amendment, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any noteMaterial Contract, bondReal Property Lease or Material Permit, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (ivc) materially violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it of any Governmental Entity having jurisdiction over any Group Company or any of its 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 Group Company, which in the case of clauses (iiib) and through (ivd) for violationsabove would reasonably be expected to be material to the Group Companies, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated herebytaken as a whole.

Consents and Approvals; No Violations. Except for filingsapplicable requirements of the HSR Act, permitsthe Securities Act, authorizationsthe Exchange Act, consents and approvals as may be required understate laws relating to takeovers, if applicable, state securities or blue sky laws, and other applicable requirements of, the HSR Act filing and any applicable state takeover laws, neither recordation of an appropriate certificate of Merger (the execution, delivery or performance "Certificate of this Agreement Merger") as required by the Stockholder nor Delaware General Corporation Law (the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws"DGCL"), (ii) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (Authority is necessary for the consummation by HCI of the transactions contemplated by this Agreement, except where the failure to obtain for such filings, permits, authorizations, consents or approvals the failure of which to be made or to make such filings obtained would not materially impair individually or in the ability aggregate have an HCI Material Adverse Effect. Neither the execution and delivery of this Agreement by HCI, nor the Stockholder to consummate consummation by HCI of the transactions contemplated hereby), nor compliance by HCI with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of HCI or any of the HCI Subsidiaries, (iiib) 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 HCI or any of the Stockholder HCI Subsidiaries is a party Party or by which it any of them or any of its their properties or assets may be bound bound, or (ivc) violate any orderother, writ, injunction, decree, statute, rule or regulation applicable to it HCI, any of the HCI Subsidiaries or any of its their properties or assets, except in the case of clauses (iiib) and (ivc) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, defaults which would not materially impair individually or in the ability of the Stockholder to consummate the transactions contemplated hereby.aggregate have an HCI Material Adverse Effect. Section 5.6

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act Act, the filing and any applicable state takeover laws, neither acceptance for record of the execution, delivery or performance Certificate of this Agreement Merger as required by the Stockholder nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict DGCL, and such 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 a whole, no filing with or result in any breach of any provision of its certificate of incorporation or by-lawsnotice to, (ii) require any filing with, or and no permit, authorization, consent or approval of, any Governmental Entity (except where is necessary for the failure to obtain such permits, authorizations, consents execution and delivery by Parent or approvals Merger Sub of this Agreement or to make such filings would not materially impair the ability Option Agreement or the consummation by Parent or Merger Sub of the Stockholder to consummate the transactions contemplated hereby)hereby or thereby. The execution, (iii) delivery, and performance of this Agreement and the Option Agreement by Parent or Merger Sub and the consummation by Parent or Merger Sub of the transactions contemplated hereby and thereby will not result in any violation of or conflict with, 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, amendment, cancellation or acceleration) obligation under, (i) the respective certificate of incorporation or bylaws of Parent or Merger Sub, (ii) any of the termsagreement, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtednesscontract, lease, license, contract, agreement permit or other instrument obligation or obligation to which the Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which would not materially impair the ability of the Stockholder to consummate the transactions contemplated hereby.right to