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

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder Purchaser of its obligations under this Agreement, other than (i) those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement and of the transactions contemplated hereby thereby, and (ii) the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by ShareholderPurchaser, nor the performance by Shareholder Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Purchaser is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Purchaser of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its his obligations under this Agreementhereunder, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its his obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance consummation by Shareholder of its obligations under this Agreementthe transactions contemplated hereby, nor compliance by Shareholder with any of the terms or provisions hereof, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Lawlaw, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its his properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its any of his properties or assets may be bound or affected, except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its his obligations under this Agreement.

Consents and Approvals; No Violations. No Except for filings, Permits, authorizations, consents or and approvals as may be required under, and other applicable requirements of, the Securities Act, Exchange Act, applicable foreign and state securities or filingsblue sky laws, declarations the HSR Act, and applicable state takeover laws, neither the execution, delivery or registrations performance of this Agreement, the other Transaction Documents or other agreements, documents or instruments referred to herein or therein, by the Investor, nor the consummation by the Investor of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of its Organizational Documents, (ii) require any filing with, notice to, or Permit, authorization, consent or approval of, any Governmental Entity are necessary for (except where the performance by Shareholder of its obligations under this Agreementfailure to obtain such permits, other than (i) the filing of reportsauthorizations, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) consents or approvals or to make such other consents, approvals, filings, declarations or registrations that, if filings would not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance consummation of the transactions contemplated by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder), nor the performance by Shareholder of its obligations under this Agreement(iii) result in a violation or breach of, will require any notice to any party pursuant to, or constitute (A) conflict with or violate any provision without due notice or lapse of the organizational documents of Shareholder time or (Bboth) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, amendment, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation Contract to which Shareholder the Investor or any of its subsidiaries is a party, party or by which its any of them or any of their properties or assets may be bound or affected(iv) violate any Order or Law applicable to the Investor or any of its properties or assets, except, except in the case of clause clauses (B), iii) and (iv) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as would defaults which could not, individually or in the aggregate, be reasonably be expected to either prevent or materially delay the performance by Shareholder of any of its ability to perform its obligations under this Agreementhereunder.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the The execution and delivery of this Agreement by Shareholderthe Company do not, nor and the performance by Shareholder the Company of its obligations under this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby will not, will (Ai) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or similar organizational documents of Shareholder any of its Subsidiaries, (ii) assuming compliance with the matters referred to in Section 4.4(iv)(A)-(C), and subject to obtaining the Company Stockholder Approval, require any consent by any Person under, conflict with or result in a violation or breach of, or constitute (Bwith or without due notice or lapse of time or both) a default (xor give rise to any right of termination, cancellation or acceleration) violate under any Law, judgment, writ or injunction of any Governmental Entity applicable Contract to Shareholder which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, assets is bound or result in the creation of any Lien in or upon any of the properties properties, rights or assets of Shareholder the Company or any of its Subsidiaries, (including iii) violate any Law applicable to the Shareholder Shares) underCompany, any of its Subsidiaries or any of their properties or assets, or (iv) other than in connection with or compliance with (A) the termsHSR Act and other Antitrust Laws, conditions (B) Nasdaq Rules and listing standards, and (C) the Exchange Act, require the Company to make any filing or provisions of registration with or notification to, or require the Company to obtain any noteauthorization, bondconsent or approval of, mortgageany international, indenturenational, deed of trustfederal, licensestate, permitprovincial or local governmental, leasecourt, agreement legislative, executive or regulatory authority or agency or other instrument governmental authority or obligation to which Shareholder is instrumentality (a party“Governmental Entity”), or by which its properties or assets may be bound or affected, except, except in the case of clause clauses (Bii), (iii) and (iv), for such violations, conflictsbreaches or defaults that, lossesor filings, defaultsregistrations, terminationsnotifications, cancellationsauthorizations, accelerations consents or Liens as approvals the failure of which to make or obtain, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementa Company Material Adverse Effect.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity or third party are necessary for the performance by Shareholder Stockholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this AgreementAgreement and except for filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares. Neither the execution and delivery of this Agreement by ShareholderStockholder, nor the performance by Shareholder of Stockholder with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Stockholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Stockholder or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Stockholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Stockholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or Except as set forth in Schedule 7.4, assuming the receipt of the necessary approvals ofof the Bankruptcy Court (including, or filingswithout limitation, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(eSection 363 Order) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consentsAdministrator, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder Seller and the consummation of its obligations under this Agreement, the transactions contemplated hereby will not: (Aa) conflict with or violate any provision of the organizational articles of incorporation, bylaws or other constituent documents of Shareholder the Seller; (b) result in the creation of any Encumbrance on or with respect to the Purchased Shares; (B) (xc) violate any LawLaw by which the Seller is bound, judgment(d) require any filing with, writ or injunction permit, consent or approval of, or the giving of any notice to, any Governmental Entity applicable to Shareholder Authority or any of its properties third party and (e) result in a violation or assets, or (y) violatebreach of, conflict with, result in the loss constitute (with or without due notice or lapse of any material benefit under, constitute time or both) a default (or an event whichgive rise to any right of termination, with notice cancellation, payment or lapse of time, or both, would constitute a defaultacceleration) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien Encumbrances upon any of the properties or assets of Shareholder (including the Shareholder Shares) Seller or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, licensefranchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which Shareholder the Seller or any of its subsidiaries is a party, or by which it or any of its properties or assets may be bound or affected, except, in excluding from the case of foregoing clause (Bc), for such (d) and (e) filings, notices, permits, consents and approvals the absence of which, are violations, conflicts, lossesbreaches, defaults, terminations, cancellations, accelerations or Liens as would notconflicts and Encumbrances which, individually or in the aggregate, would not (x) reasonably be expected to prevent have a material adverse effect on the Seller or (y) prevent, materially interfere or delay the performance by Shareholder of any of Seller from performing its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and execution, delivery or performance of this Agreement by Shareholder, each Stockholder nor compliance by it with any of the performance by Shareholder of its obligations under this Agreement, provisions hereof will (Ai) conflict with or violate result in any breach of any provision of the organizational documents its certificate of Shareholder formation, operating agreement, by-laws or other charter documents, (Bii) (x) violate require any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsfiling with, or permit, authorization, consent or approval of, any court, administrative agency or commission or other governmental authority or instrumentality (yexcept where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Stockholders to consummate the transactions contemplated hereby), (iii) violate, conflict with, result in the loss a violation or breach of, or constitute (with or without due notice or lapse of any material benefit under, constitute time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination or termination, amendment, cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed guarantee, other evidence of trustindebtedness, lease, license, permit, leasecontract, agreement or other instrument or obligation to which Shareholder is Stockholders are a party, party or by which it or any of its properties or assets may be bound (except where such violation, breach or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations default would not materially impair or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder ability of the stockholders to consummate the transactions contemplated hereby) or (iv) as of the date hereof, violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its obligations under this Agreementproperties or assets.

Consents and Approvals; No Violations. No consents consent, approval, order, license or approvals ofauthorization of filing with, or filingsnotice to, declarations or registrations with, permit issued by any Governmental Entity are necessary is required or will be required to be made or obtained by any APL Party for the execution, delivery and performance by Shareholder APL or APL Sub of its obligations under this Agreement or the consummation by any APL Party of the transactions contemplated by this Agreement, except (a) such reports under and such other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby hereby, (b) the consent contemplated under Section 6.1(b) in respect of the APL Credit Agreement, (c) the transfer document contemplated by Section 5.6, and (iid) any such other consentsconsent, approvalsapproval, filingsorder, declarations license or registrations thatauthorization, if not obtainedpermit, made filing or givennotification, would notthe failure to make or obtain, individually or in the aggregate, has not resulted in and would not reasonably be expected to prevent or materially delay result in a Material Adverse Effect. Assuming compliance with the items described in clauses (a), (b) and (c) of the preceding sentence, neither the execution, delivery and performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, APL nor the performance consummation by Shareholder any APL Party of its obligations under the transactions contemplated by this Agreement, Agreement will (Ai) conflict with or violate result in any breach, violation or infringement of any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction respective Constituent Documents of any Governmental Entity applicable to Shareholder APL Party, (ii) result (with or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with without due notice or lapse of timetime or both) in a breach, violation, loss of a benefit under, right of guaranteed payment, or bothinfringement of, would or constitute a default) , or any right of termination, amendment, modification, cancellation or acceleration under, result in or require the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation consent of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) other Person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract or permit, leaseconcession, agreement grant, franchise or other instrument right, in each case whether oral or obligation written, to which Shareholder any APL Party is a party, party or by which its any of them or any of their respective properties or assets may be bound are bound, or affected(iii) violate or infringe any Law or Order applicable to any APL Party or any of their respective properties or assets, except, except in the case cases of clause (Bii) through (iii), for such breaches, violations, conflicts, lossesinfringements, defaults, terminations, cancellations, accelerations or Liens as would notother rights that, individually or in the aggregate, have not resulted in and would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementresult in a Material Adverse Effect.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity Authority or third party are necessary for the performance by Shareholder Stockholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this AgreementAgreement and except for filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares. Neither the execution and delivery of this Agreement by ShareholderStockholder, nor the performance by Shareholder of Stockholder with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Stockholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity Authority applicable to Shareholder Stockholder or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Stockholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Stockholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than Assuming (ia) the filing of reportsfilings required under the HSR Act are made and the applicable waiting periods thereunder have been terminated or have expired, if any, under Sections 13(d), 13(eand (b) and 16 the purchase of the Exchange Act as may be required in connection with Shares by Purchaser pursuant to this Agreement and has been approved by the transactions contemplated hereby and (ii) such other consentsshareholders of the Company, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor Purchaser and the performance consummation by Shareholder Purchaser of its obligations under this Agreement, will the transactions contemplated hereby do not: (Ai) violate or conflict with or violate any provision of the organizational documents limited partnership agreement of Shareholder or Purchaser; (B) (xii) violate or conflict in any Lawmaterial respect with any statute, judgmentordinance, writ rule, regulation, order or injunction decree of any Governmental Entity applicable to Shareholder Purchaser or by which any of its properties or assetsassets may be bound; (iii) require any filing with, or Permit, material consent or approval of, or the giving of any material notice to, any Governmental Entity; or (yiv) violateresult in a violation or breach of, conflict with, result in the loss of any material benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute ) a default) under, result in the termination of default under (or a give rise to any right of termination termination, cancellation, payment or cancellation acceleration under, accelerate the performance required by), or result in the creation of any Lien upon any of the properties or assets of Shareholder (including Purchaser under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right that becomes effective upon the Shareholder Shares) occurrence of a merger, amalgamation, scheme of arrangement, consolidation or change of control under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trustfranchise, licensePermit, permitContract, arrangement, lease, franchise agreement or other instrument or obligation to which Shareholder Purchaser or any of its Subsidiaries is a party, or by which any such Person or any of its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementbound.

Consents and Approvals; No Violations. No consents consent, approval, order, license or approvals authorization of, or filings, declarations filing with or registrations with, notice to any Governmental Entity are necessary is required or will be required to be made or obtained by any member of the Atlas Group for the execution, delivery and performance by Shareholder ATN of its obligations under this Agreement, except (a) such reports under and such other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iib) any such other consentsconsent, approvalsapproval, filingsorder, declarations license or registrations thatauthorization, if not obtainedpermit, made filing or givennotification, would notthe failure to make or obtain, individually or in the aggregate, has not resulted in and would not reasonably be expected to prevent or materially delay result in a material adverse effect on the performance ability of ATN to timely consummate the transactions contemplated by Shareholder of any of its obligations under this Agreement. Neither Assuming compliance with the execution items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery and performance by any ATN of this Agreement by Shareholder, nor the performance consummation by Shareholder ATN of its obligations under the transactions contemplated by this Agreement, Agreement will (Ai) conflict with or violate result in any breach, violation or infringement of any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction Constituent Documents of any Governmental Entity applicable to Shareholder Atlas Group member, (ii) result (with or any without due notice or lapse of its properties time or assetsboth) in a breach, violation or infringement of, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in give rise to the creation of any Lien upon Lien, except for Permitted Liens, or any right of the properties termination, amendment, cancellation or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract or permit, leaseconcession, agreement grant, franchise or other instrument right, in each case whether oral or obligation written, to which Shareholder any Atlas Group member is a party, party or by which its any of them or any of their respective properties or assets may be are bound or affected(iii) violate or infringe any Law or Order applicable to any Atlas Group member or any of their respective properties or assets, except, except in the case cases of clause clauses (Bii) and (iii), for such breaches, violations, conflicts, losses, defaults, terminations, cancellations, accelerations infringements or Liens as would notthat, individually or in the aggregate, have not resulted in and would not reasonably be expected to prevent or materially delay result in a material adverse effect on the performance ability of each applicable Atlas Group member to timely consummate the transactions contemplated by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or Except for filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection with under, and other applicable requirements of, the Exchange Act, state insurance laws and the MBCA, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby nor compliance by Parent and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of Sub with any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, provisions hereof will (Aa) conflict with or violate any provision of the organizational documents respective articles of Shareholder incorporation or bylaws of Parent and Sub, (Bb) (x) violate require any Lawfiling with, judgmentor permit, writ authorization, consent or injunction of approval of, any Governmental Entity applicable (except where the failure to Shareholder obtain such permits, authorizations, consents or any approvals or to make such filings would not have a material adverse effect on the ability of its properties or assetsParent and Sub to consummate the transactions contemplated by this Agreement), or (yc) violate, conflict withexcept for the ProAssurance Credit Agreement, result in the loss a violation or breach of, or constitute (with or without due notice or lapse of any material benefit under, constitute time or both) a default (or an event whichgive rise to any right of termination, with notice or lapse of timecancellation, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permitlease, leasecontract, agreement or other instrument or obligation to which Shareholder Parent or any of its Affiliates is a party, party or by which its any of them or any of their properties or assets may be bound or affected(d) violate any order, exceptwrit, injunction, decree, statute, rule or regulation applicable to Parent, any of its Affiliates or any of their properties or assets, except in the case of clause (B), c) and (d) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, individually or in the aggregate, reasonably be expected have a material adverse effect on the ability of Parent and Sub to prevent or materially delay consummate the performance transactions contemplated by Shareholder of any of its obligations under this Agreement. As used in this Agreement, an "Affiliate" of an entity is any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the entity.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by such Shareholder of his, her or its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by such Shareholder of any of his, her or its obligations under this Agreement. Neither the execution and delivery of this Agreement by such Shareholder, nor the performance by such Shareholder of his, her or its obligations under this Agreement, will (Ai) conflict with or violate any provision of the organizational documents of Shareholder such Shareholder, if applicable, or (Bii) (xA) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to such Shareholder or any of his, her or its properties or assets, or (yB) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of of, such Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which such Shareholder is a party, or by which such Shareholder or any of his, her or its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by such Shareholder of any of his, her or its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals ofExcept, or in the case of clause (b) below, for filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection with this Agreement under, and other applicable requirements of, the Exchange Act, the HSR Act, Exon-Fxxxxx and the transactions contemplated hereby and (ii) such other consentsfiling of the Certificate of Merger, approvalsnone of the execution, filings, declarations delivery or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by ShareholderParent or Merger Sub, nor the performance consummation by Shareholder Parent or Merger Sub of its obligations under the Transactions or compliance by Parent or Merger Sub with any of the provisions of this Agreement, Agreement will (Aa) conflict with or violate result in any breach of any provision of the respective certificate of incorporation, bylaws or other similar organizational documents of Shareholder Parent and Merger Sub, (b) require any filing with, or (B) (x) violate any Lawpermit, judgmentauthorization, writ consent or injunction of approval of, any Governmental Entity applicable to Shareholder Entity, (c) result in a violation or any of its properties or assetsbreach of, or constitute (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default under, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, amendment, cancelation or acceleration of termination any obligation or cancellation to loss of a material benefit under, accelerate the performance required by, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Shareholder (including the Shareholder Shares) Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, license, contract, permit, leaseconcession, franchise, agreement or other instrument or obligation obligation, whether written or oral, to which Shareholder Parent or any of its Subsidiaries is a party, party or by which its any of them or any of their properties or assets may be bound or affected(d) violate any Order or Law applicable to Parent, exceptany of its Subsidiaries (including Merger Sub) or any of their properties or assets, except in the case of clause (Bb), for (c) or (d) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on the ability of Parent and Merger Sub to prevent or materially delay consummate the performance by Shareholder Merger and the other Transactions. Table of any of its obligations under this Agreement.Contents

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder Purchaser of its obligations under this Agreement, other than (i) those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement and of the transactions contemplated hereby thereby, and (ii) the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by ShareholderPurchaser, nor the performance by Shareholder Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Purchaser is a party, or by which its properties or assets may be bound or affected, exceptexcept , in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Purchaser of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals ofExcept as set forth in Section 4.7 of the Party's Disclosure Schedule, or assuming that the Stockholder Approvals have been obtained and except (a) for filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection with under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state "blue sky" laws, NASDAQ requirements and any antitrust laws and (b) for filing of the Certificate, none of the execution, delivery or performance of this Agreement and by the Party, the consummation by the Party of the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in compliance by the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of Party with any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, provisions hereof will (Ai) conflict with or violate result in any breach of any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder the Party or any of its properties or assetsSubsidiaries, (ii) require any filing by the Party with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction (ya "Governmental Entity"), (iii) violate, conflict with, result in a violation or breach by the loss Party of, or constitute (with or without due notice or lapse of any material benefit under, constitute time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, acceleration or result in the creation any loss of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesbenefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation Material Contract to which Shareholder the Party or any of its Subsidiaries is a party, 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 (collectively, "Laws") applicable to the Party or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except, in assets; excluding from the case of clause foregoing clauses (Bii), for (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Party of its material obligations under this Agreement or (C) reasonably be expected to prevent or materially delay have a Material Adverse Effect on the performance by Shareholder of any of its obligations under this AgreementParty.

Consents and Approvals; No Violations. No consents or approvals ofnotice to, filing with, or filingsauthorization, declarations consent or registrations with, approval of any Governmental Entity are is necessary for the execution, delivery or performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and or the Stockholder Agreement by the Company or the consummation by the Company of the transactions contemplated hereby and thereby, except for (iiA) such other consentscompliance with and filings under the HSR Act, approvals, filings, declarations (B) those set forth on Section 3.01(e) of the Company Disclosure Schedules and (C) those the failure of which to obtain or registrations that, if not obtained, made or given, would notmake, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementhave a Material Adverse Effect. Neither the execution execution, delivery and delivery performance of this Agreement by Shareholder, the Company nor the performance consummation by Shareholder the Company of its obligations under this Agreement, the transactions contemplated hereby will (A1) conflict with or violate result in any breach of any provision of the organizational documents of Shareholder Company or Company Subsidiaries’ Governing Documents, (B2) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss a violation or breach of, cause acceleration, allow a party to modify or constitute (with or without due notice or lapse of any material benefit under, constitute time or both) a default (or an event whichgive rise to any right of termination, with notice cancellation, acceleration or lapse of timemodification, or both, would constitute a default) under, result in the termination of or a right of termination first refusal, right of first offer or cancellation under, accelerate similar right) or any increased cost or loss of benefit to the performance required by, Company or result in the creation of any Lien upon any of the properties Company Subsidiary or assets of Shareholder (including the Shareholder Shares) under, increased benefit to another party thereto under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, license, permit, leasecontract, agreement or other instrument or obligation to which Shareholder Company or any Company Subsidiary is a party, party or by which any of its properties or assets may be bound bound, (3) violate any Law of any Governmental Entity applicable to the Company or affectedany Company Subsidiary or any of their respective properties or assets or (iv) result in the creation of any Lien upon any of the assets of the Company or any Company Subsidiary, except, which in the case of clause any of clauses (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not2) through (4) above, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the performance by Shareholder of any of Company from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (ia) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the The execution and delivery of this Agreement by ShareholderParent and Purchaser do not, nor and the performance by Shareholder consummation of its obligations under the transactions contemplated hereby and compliance with the provisions hereof will not (i) violate any of the provisions of the certificate of incorporation or by-laws of Parent or Purchaser or any of their respective Subsidiaries, in each case as amended or restated to the date of this Agreement, will (Aii) conflict with or violate any provision of subject to the organizational documents of Shareholder or (B) (x) violate any Lawgovernmental filings and other matters referred to in Section 4.03(b), judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss a breach of any material benefit under, constitute a or default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a material obligation, a right of termination termination, cancellation or cancellation acceleration of any obligation or loss of a material benefit under, accelerate or require the performance required by, or result in the creation consent of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseor other agreement, permit, leaseconcession, agreement franchise, license or other instrument or obligation undertaking to which Shareholder Parent, Purchaser or any of their respective Subsidiaries is a party, party or by which its properties Parent, Purchaser or any of their respective Subsidiaries or any of their respective assets may be is bound or affectedaffected other than the Positive Advice or Acceptable Conditional Advice of the Works' Council (each as defined in Exhibit A), exceptor (iii) subject to the governmental filings and other matters referred to in Section 4.03(b), violate any law, rule or regulation applicable to Parent and Purchaser, or any order, writ, judgment, injunction, decree, determination or award applicable to Parent and Purchaser currently in effect, which, in the case of clause clauses (B)ii) and (iii) above, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would notcould reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent a Material Adverse Effect on Parent or materially delay the performance by Shareholder of any of its obligations under this AgreementPurchaser taken as a whole.

Consents and Approvals; No Violations. No Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Exchange Act, applicable foreign and state securities or approvals ofblue sky laws, the HSR Act, the DGCL and state takeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by the Investor and Newco, nor the consummation by the Investor and Newco of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or formation or by-laws or operating agreement, or filingscomparable documents of the Investor and Newco, declarations as the case may be, (ii) require any filing with, notice to, or registrations withpermit, authorization, consent or approval of, any Governmental Entity are necessary for (except where the performance by Shareholder of its obligations under this Agreementfailure to obtain such permits, other than (i) the filing of reportsauthorizations, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) consents or approvals or to make such other consents, approvals, filings, declarations or registrations that, if filings would not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder consummation of the Merger), (iii) result in a violation or breach of, require any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholdernotice to any party pursuant to, nor the performance by Shareholder of its obligations under this Agreement, will or constitute (A) conflict with or violate any provision without due notice or lapse of the organizational documents of Shareholder time or (Bboth) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, amendment, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permitlease, leasecontract, agreement or other instrument or obligation to which Shareholder the Investor or any of its subsidiaries is a party, party or by which its any of them or any of their properties or assets may be bound or affected(iv) violate any order, exceptwrit, injunction, decree, statute, rule or regulation applicable to the Investor, any of its subsidiaries or any of their properties or assets, except in the case of clause clauses (B), iii) and (iv) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as would defaults which could not, individually or in the aggregate, be reasonably be expected to either prevent or materially delay the performance by Shareholder consummation of any of the Merger or impair its ability to perform its obligations under this Agreementhereunder.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity or third party are necessary for the performance by such Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, do not and would not reasonably be expected to prevent or materially delay the performance by such Shareholder of any of its obligations under this AgreementAgreement and except for filings required under the Exchange Act with respect to such Shareholder’s beneficial ownership of such Shareholder’s Shares. Neither the execution and delivery of this Agreement by such Shareholder, nor the performance by such Shareholder of with its obligations under this Agreement, will (Ai) conflict with or violate any provision of the organizational documents of such Shareholder or (B) (xii)(A) violate any Law, judgment, writ Law or injunction Order of any Governmental Entity applicable to such Shareholder or any of its subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, such Shareholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which such Shareholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would notas, individually or in the aggregate, do not and would not reasonably be expected to prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals ofThe execution, or filings, declarations or registrations with, any Governmental Entity are necessary for the delivery and performance by Shareholder the Sellers, as applicable, of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements, and the consummation by the Sellers of the transactions contemplated hereby and thereby will not (iia) such other consentsresult in a violation of, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or result in any breach of any provisions of the certificate of incorporation, bylaws or any other similar organizational instrument of any Seller or any Purchased Company; (b) assuming compliance with the matters referred to in Section 4.4, violate any provision of the organizational documents of Shareholder Law or (B) (x) violate any Law, judgment, writ or injunction Judgment of any Governmental Entity applicable to Shareholder Authority by which any Seller or any Purchased Company is bound or to which any of its properties the Acquired Assets or assets, Purchased Equity Interests is subject; or (yc) violateresult in a violation of, conflict with, result in the loss of any material benefit under, constitute a default or result in any breach (or an event whichgive rise to any right of termination, with notice cancellation, payment or lapse of time, or both, would constitute a defaultacceleration) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien Encumbrances upon any of the properties Purchased Equity Interests or assets of Shareholder (including the Shareholder Shares) Acquired Assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation Contract to which Shareholder any Seller or any Purchased Company is a party, party or by which its properties any of the Purchased Equity Interests or assets Acquired Assets may be bound or affectedbound, except, with respect to clauses (b) and (c): (i) in the case of clause (B)the Sellers, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to interfere with, prevent or materially delay the performance by Shareholder ability of the Sellers or any Affiliate of its the Sellers to enter into and perform their obligations under this AgreementAgreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby, and (ii) otherwise as would not reasonably be expected to be, individually or in the aggregate, material to the Business.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity or third party are necessary for the performance by Shareholder Stockholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its material obligations under this AgreementAgreement and except for filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares. Neither the execution and delivery of this Agreement by ShareholderStockholder, nor the performance by Shareholder of Stockholder with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Stockholder or (B) (x) violate any Law, judgment, writ Law or injunction of any Governmental Entity Order applicable to Shareholder Stockholder or any of its Affiliates or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Stockholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Stockholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its material obligations under this Agreement.

Consents and Approvals; No Violations. No consents Except as set forth on Schedule 4.3 hereto, neither the execution, delivery nor performance of this Agreement or approvals ofthe other Transaction Documents by the Investors, nor the consummation by the Investors of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach of any provision of their Organizational Documents, (ii) require any filing with, notice to, or filingsPermit, declarations authorization, consent or registrations withapproval of, any Governmental Entity are necessary (except for (A) any filing requirement pursuant to the performance by Shareholder of its obligations under this AgreementHSR Act, other than (iB) the filing of reportsthe Registration Statement and the Proxy Statement with (and subsequent declaration of effectiveness by) the Commission, (C) any filing requirement of the NYSE (or the NASDAQ National Market, if anyapplicable) or (D) where the failure to obtain such permits, under Sections 13(d)authorizations, 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) consents or approvals or to make such other consents, approvals, filings, declarations or registrations that, if filings would not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance consummation of the transactions contemplated by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder), nor the performance by Shareholder of its obligations under this Agreement(iii) result in a violation or breach of, will require any notice to any party pursuant to, or constitute (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with without due notice or lapse of timetime or both) a default, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, amendment, cancellation or cancellation underacceleration, accelerate the performance required by, non-renewal or result in the creation of any Lien upon any of the properties contingent payment or assets of Shareholder (including the Shareholder Shares) Liability under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation Contract to which Shareholder any of the Investors is a party, party or by which its any of them or any of their respective properties or assets may be bound or affected(iv) violate any Law applicable to the Investors or any of their properties or assets, except, except in the case of clause clauses (B), iii) and (iv) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, individually or in the aggregate, be reasonably be expected to either prevent or materially delay the performance by Shareholder of any of such Person's ability to perform its obligations under this Agreementhereunder.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary (a) Except for the performance by Shareholder of its obligations under this Agreement, other than (i) applicable requirements of the filing Securities Exchange Act of reports1934, if anyas amended, under Sections 13(dand the rules and regulations thereunder (the "Exchange Act"), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement state securities and the transactions contemplated hereby "blue sky" laws and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to and no permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of, the Company for the consummation by the Company of the transactions contemplated by this Agreement A-5 42 (other than approval of this Agreement by the stockholders of the Company), except where the failure to make such other consentsfiling, approvalsregistration or notice or to obtain such permit, filingsauthorization, declarations consent or registrations that, if not obtained, made or given, approval would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementhave a Material Adverse Effect. (b) Neither the execution and delivery of this Agreement by Shareholder, the Company nor the performance consummation by Shareholder the Company of its obligations under this Agreement, the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (Ai) conflict with or violate result in any breach of any provision of the organizational documents Certificate of Shareholder Incorporation or By-laws of the Company, (Bii) (x) violate any Law, judgment, writ result in a violation or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsbreach of, or constitute (ywith or without due notice or lapse of time or both) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder the Company or any of its Subsidiaries is a party, party or by which its any of them or any of their properties or assets may be bound or affected(iii) violate any order, exceptwrit, in injunction, decree, statute, rule or regulation applicable to the case of clause (B)Company, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect. SECTION 2.7

Consents and Approvals; No Violations. No consents or approvals of, or Except for filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection with under, and other applicable requirements of, the Securities Act, the execution, delivery or performance of this Agreement and by WasteMasters, the consummation by WasteMasters of the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance compliance by Shareholder of WasteMasters with any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will provisions hereof shall not (Aa) conflict with or violate result in any breach of any provision of the organizational documents of Shareholder or WasteMasters, (Bb) (x) violate require any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder filing by WasteMasters or any of its properties or assetsSubsidiaries with, or any permit, authorization, consent or approval to be obtained by WasteMasters or any of its Subsidiaries of, any Governmental Entity (yexcept where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a WasteMasters Material Adverse Effect), (c) violate, conflict with, result in the loss of any material benefit undera violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time, or both, would constitute ) a default) under, result in the termination of default (or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation Contract to which Shareholder WasteMasters or any of its Subsidiaries is a party, party or by which its any of them or any of their properties or assets may be bound or affectedaffected or (d) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to WasteMasters or any of its Subsidiaries, except, in the case of clause (Bc) or (d), for such violations, conflicts, lossesbreaches, defaults, terminations, cancellations, cancellations or accelerations or Liens as which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementnot have a WasteMasters Material Adverse Effect.

Consents and Approvals; No Violations. No Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Antitrust Laws, state securities or approvals blue sky laws or foreign securities laws, none of the execution, delivery or performance of this Agreement by Purchaser or the consummation by Purchaser of any of the Transactions will (a) violate, conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of Purchaser, (b) require any consent, approval or notice under, any Commitment of any kind to which Purchaser is a party or by which Purchaser is bound or (c) result in a violation or breach of, or filingsconstitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, declarations cancellation or registrations acceleration) under any Commitment to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound, (d) violate or require any consent, approval or notice under any provision of any Law applicable to Purchaser or (e) require on the part of Purchaser any filing or registration with, notification to, or consent, approval or notice of, any Governmental Entity are necessary for which has not been provided or obtained; excluding from the performance by Shareholder of its obligations under this Agreement, other than foregoing clauses (i) the filing of reports, if any, under Sections 13(dc), 13(e(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iie) such other consentsviolations, approvalsbreaches, filingsdefaults or failures to file, declarations register, notify or registrations that, if not obtained, made obtain a consent or given, approval which would not, individually or in the aggregate, reasonably be expected have a material adverse effect on Purchaser’s ability to prevent or materially delay consummate the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this AgreementTransactions.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its his obligations under this Agreementhereunder, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its his obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance consummation by Shareholder of its obligations under this Agreementthe transactions contemplated hereby, nor compliance by Shareholder with any of the terms or provisions hereof, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Lawlaw, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Shareholder, Eastover or any of his or its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) or Eastover under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder or Eastover is a party, or by which its any of his properties or assets may be bound or affected, except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its his obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals ofThe execution, or filings, declarations or registrations with, any Governmental Entity are necessary for the delivery and performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements by Acquiror and its Affiliates party thereto and the consummation by Acquiror and its Affiliates party thereto of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the articles of organization or operating agreement (or the comparable governing documents) of Acquiror or any member of the Acquiror Group, (ii) such other consentsviolate or conflict with any Law or Order applicable to Acquiror or any member of the Acquiror Group or by which any of its or their Assets are bound, approvals(iii) require any Consent, filingsor (iv) result in a violation or breach of, declarations conflict with, constitute (with or registrations thatwithout due notice or lapse of time or both) a default under, if give rise to any right of termination, cancellation or acceleration of, or result in an increase of any obligation or the loss of a benefit under, any Contract or Permit to which any member of the Acquiror Group is a party or by which any of their respective Assets are bound, excluding in the case of clauses (i) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, cancellations, accelerations or required approvals which would not obtained, made or given, would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this AgreementAcquiror MAE.

Consents and Approvals; No Violations. No consents or approvals ofExcept for applicable requirements of Antitrust Regulations, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither neither the execution and delivery of this Agreement by Shareholder, the Buyer nor the performance consummation by Shareholder the Buyer of its obligations under the transactions contemplated by this Agreement, Agreement will (Aa) conflict with or violate result in any breach of any provision of the organizational corporate charter, bylaws or equivalent governing documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder the Buyer or any of its properties Subsidiaries, (b) result in a violation or assetsbreach of, or constitute (ywith or without due notice or lapse of time or both) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event whichgive rise to any right of termination, with notice cancellation or lapse of time, or both, would constitute a defaultacceleration) under, result in the termination or give rise to a loss of or a right of termination or cancellation material benefit under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) Buyer or any of its Subsidiaries under, or require any consent under, any Contract to which the Buyer or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound, (c) violate any Laws applicable to the termsBuyer, conditions any of its Subsidiaries or provisions any of their respective properties or assets, or (d) require any filing, declaration or registration with, or the obtaining of any notepermit, bond, mortgage, indenture, deed of trustauthorization, license, permitorder, leaseconsent or approval of, agreement or other instrument or obligation to which Shareholder is a partyany Governmental Entity, or by which its properties or assets may be bound or affected, except, except in the case of clause clauses (Bb), (c) and (d) of this Section 3.3 for any such violations, conflicts, lossesbreaches, defaults, terminationsrights of termination, cancellations, accelerations cancellation or Liens as would notacceleration or requirements that, individually or in the aggregate, reasonably would not have a Buyer Material Adverse Effect, or that become applicable as a result of the business or activities in which the Sellers are or propose to be expected to prevent engaged or materially delay the performance by Shareholder as a result of any acts or omissions by, or the status of its obligations under this Agreementor any facts pertaining to, the Sellers.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity or third party are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this AgreementAgreement and except for filings required under the Exchange Act or applicable Canadian Law with respect to Shareholder’s beneficial ownership of Shareholder Shares. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Shareholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity Authority are necessary for the performance consummation by Shareholder Stockholder of its obligations under the transactions contemplated by this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its Stockholder’s obligations under this Agreement. Neither the execution and delivery of this Agreement by ShareholderStockholder, nor the performance consummation by Shareholder Stockholder of its obligations under this Agreementthe transactions contemplated hereby, nor compliance by Stockholder with any of the terms or provisions hereof, will (Aa) to the extent Stockholder is not a natural person, conflict with or violate any provision of the organizational documents of Shareholder Stockholder or (Bb) (xi) violate any Law, judgment, writ or injunction of any Governmental Entity Authority applicable to Shareholder Stockholder or any of its Subsidiaries or any of their respective properties or assets, or (yii) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, Stockholder or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Stockholder or any of its Subsidiaries is a party, or by which its any of them or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents Neither the execution, delivery or approvals ofperformance of this Agreement by the 5% Stockholders nor the consummation by the 5% Stockholders of the transactions contemplated hereby nor compliance by the 5% Stockholders with any of the provisions hereof will (i) require any filing with, or filingspermit, declarations authorization, consent or registrations withapproval of, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementor any other person or entity, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consentsresult in a violation or breach of, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will constitute (A) conflict with or violate any provision without due notice or lapse of the organizational documents of Shareholder time or (Bboth) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event whichgive rise to any right of termination, with notice amendment, cancellation or lapse of time, or both, would constitute a default) underacceleration), result in the termination of or a right of termination or cancellation of, modification of any benefit under, 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 lien, security interest, charge or encumbrance upon any of the material properties or assets of Shareholder (including the Shareholder Shares) 5% Stockholders 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, deed of trustlease, license, contract, permit, lease, deed of trust agreement or other instrument or commitment obligation to which Shareholder the 5% Stockholders is a partyparty or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the 5% Stockholders, or by which its any of their properties or assets may be bound or affectedassets, except, in excluding from the case of clause foregoing clauses (Bii), for (iii) and (iv) such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, individually or in the aggregate, reasonably be expected to prevent have a material adverse effect on the 5% Stockholders or materially prevent, impair or delay the performance by Shareholder consummation of any the transactions contemplated hereby. The Stockholder is the "ultimate parent entity" of its obligations under this Agreementthe Company and is not a "$100 million person" for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for (a) Except as set forth in Section 4.2(a) of the performance by Shareholder disclosure schedule of its obligations under this Agreement, other than Buyer (i) the filing of reports, if any, under Sections 13(d“Buyer Disclosure Schedule”), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder Buyer of its obligations under this Agreement, hereunder will (Ai) conflict with or violate result in any breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents documents) of Shareholder Buyer and its Subsidiaries; (ii) result in a violation or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsbreach of, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, acceleration) or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, Encumbrance under any of the terms, conditions or provisions of any note, bond, mortgage, indentureletter of credit, deed other evidence of trustindebtedness, guarantee, license, permit, lease, lease or agreement or other similar instrument or obligation relating to the business of Buyer or to which Shareholder Buyer or any of its Subsidiaries is a party, party or by which Buyer or any of its properties Subsidiaries or any of the assets used or held for use by Buyer or any of its Subsidiaries may be bound bound; or affected(iii) assuming that the filings, exceptregistrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of clause any Governmental Authority to which Buyer is subject, excluding from the foregoing clauses (B), for ii) and (iii) such violations, conflicts, lossesrequirements, defaults, terminationsbreaches, cancellationsrights or violations that would not individually, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay impact the performance by Shareholder ability of any of Buyer to perform its obligations under under, and to consummate the transactions contemplated by, this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or Except for the filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection with this Agreement under, and other applicable requirements of, the transactions contemplated hereby Securities Act, the rules and (ii) such other consentsregulations of the NASD, approvalsthe HSR Act, filingsand state securities laws none of the execution, declarations delivery or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholdersuch Purchaser, nor or compliance by such Purchaser with any of the performance by Shareholder of its obligations under this Agreement, will provisions hereof shall (Ai) conflict with or violate result in any breach of any provision of the certificate of incorporation, the bylaws the limited partnership agreement, the operating agreement or similar organizational documents of Shareholder or such Purchaser, (Bii) (x) violate require any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsfiling with, or permit, authorization, consent or approval of, any governmental entity, (yiii) violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or the loss passage of any material benefit under, constitute time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, amendment, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any noteCompany Agreement (as defined in the Merger Agreement), bondor (iv) violate any order, mortgagewrit, indentureinjunction, deed of trustdecree, licensestatute, permitrule or regulation applicable to such Purchaser, lease, agreement or other instrument or obligation and to which Shareholder such Purchaser is a party, party or by which any of its assets is bound, or any of its properties or assets may be bound or affectedassets, except, in excluding from the case of clause foregoing clauses (Bii), for (iii) and (iv) such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, individually or in the aggregate, reasonably have a material adverse effect on such Purchaser and its subsidiaries, taken as a whole. There are no third party consents or approvals required to be expected obtained for the execution, delivery and performance of, or the consummation of the transactions contemplated under, this Agreement or under any Company Agreement (as defined in the Merger Agreement) prior to prevent the Closing, except for such consents and approvals the failure of which to be obtained would not, individually or materially delay in the performance by Shareholder of any of aggregate, have a material adverse effect on such Purchaser and its obligations under this Agreementsubsidiaries, taken as a whole.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity federal, state or local governmental authority or third party are necessary for the performance by Shareholder Stockholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its material obligations under this AgreementAgreement and except for filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares or applicable law. Neither the execution and delivery of this Agreement by ShareholderStockholder, nor the performance by Shareholder of Stockholder with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Stockholder, if any, or (B) (x) violate any Lawlaw, judgment, writ or injunction of any Governmental Entity federal, state or local governmental authority applicable to Shareholder Stockholder or any of its subsidiaries, if any, or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien or encumbrance upon any of the respective properties or assets of, Stockholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Stockholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, liens or Liens encumbrances as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents (a) The execution, delivery and performance of this Agreement by the Company do not and will not (i) conflict with or violate (1) the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws or (2) the organizational documents of any of the Subsidiaries of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) – (vi) of subsection (b) of this Section have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries or by which its or any of their respective assets, rights or properties are bound, (iii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective assets, rights or properties are bound (excluding, for the avoidance of doubt, the effect of Section 2.8), or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon, result in the impairment or loss of, or filingspayment of any additional amounts with respect to, declarations (A) any of the assets, rights or registrations with, properties of the Company or any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than Subsidiaries or (iB) the filing Company’s or any of reportsits Subsidiaries’ right to own or use any of its respective assets, if anyrights or properties, under Sections 13(dexcept, in the case of clauses (i)(2), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) and (iv), for any such conflict, violation, breach, default, loss, termination, cancellation, amendment or acceleration or other consents, approvals, filings, declarations or registrations that, if occurrence which would not obtained, made or given, would notreasonably be expected to, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay impair the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision ability of the organizational documents of Shareholder Company to consummate the Transactions, or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute have a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this AgreementCompany Material Adverse Effect.

Consents and Approvals; No Violations. No Except for , no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance consummation by Shareholder Holder of its obligations under the transactions contemplated by this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Holder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by ShareholderHolder, nor the performance consummation by Shareholder Holder of its obligations under this Agreementthe transactions contemplated hereby, nor compliance by Holder with any of the terms or provisions hereof, will (A) conflict with or violate any provision of the organizational documents of Shareholder Holder or (B) assuming that the authorizations, consents, approvals and filings referred to in the preceding sentence are obtained and made, (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Holder or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Holder or any of Shareholder (including the Shareholder Shares) its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Holder or any of its Subsidiaries is a party, or by which its it or any of their respective properties or assets may be bound or affected, except, in the case of clause (B), except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Holder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity Authority or third party are necessary for the performance by Shareholder Stockholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations thatthat have already been obtained, or if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this AgreementAgreement and except for consents, approvals or notices that may be required under the HSR Act and filings required under the Exchange Act with respect to Stockholder’s beneficial ownership of Stockholder Shares. Neither the execution and delivery of this Agreement by ShareholderStockholder, nor the performance by Shareholder of Stockholder with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Stockholder or (B) (x) to the knowledge of Stockholder, violate any Law, judgment, writ or injunction of any Governmental Entity Authority applicable to Shareholder Stockholder or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Stockholder or any of Shareholder (including the Shareholder Shares) its Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Stockholder or any of its Affiliates is a party, or by which its they or any of their respective properties or assets may be bound or affected, exceptexcept , in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Stockholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder Purchaser of its obligations under this Agreement, other than (i) those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d)) , 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement and of the transactions contemplated hereby thereby, and (ii) the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by ShareholderPurchaser, nor the performance by Shareholder Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder Purchaser is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder Purchaser of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No Except as set forth on Schedule 3.05, no notices to, filings with, or authorizations, consents or approvals of, or filings, declarations or registrations with, of any Governmental Entity are necessary for the execution, delivery or performance by Shareholder Seller of its obligations under this Agreement, other than (i) Agreement or the filing of reports, if any, under Sections 13(d), 13(e) and 16 Ancillary Agreements to which Seller is a party or the consummation by Seller of the Exchange transactions contemplated hereby, except for (a) compliance with and filings under the HSR Act and any other Antitrust Laws, (b) those the failure of which to obtain or make would not reasonably be expected, individually or in aggregate, to be material to the Company Entities, taken as a whole, and (c) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in connection with the transactions contemplated hereby. The execution, delivery or performance of this Agreement and each of the Ancillary Agreements to which Seller is a party and the consummation by Seller of the transactions contemplated hereby and thereby do not and will not (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (Ai) conflict with or violate result in any breach of any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder Seller’s or any of its properties Company Entity’s Organizational Documents, (ii) require any consent or assetsother action by any Person under, or (y) violate, conflict with, result in the loss of any material benefit undera violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute ) a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, acceleration or to any new payment obligation under or result in the creation a loss of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) benefit under, any of the terms, conditions or provisions of any noteMaterial Contract, bondmaterial Permit, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to any material insurance policy for which Shareholder a Company Entity is a partynamed or additional insured, (iii) violate, in any material respect, any applicable Law of any Governmental Entity having jurisdiction over, or by which its any Order applicable to, Seller or any Company Entity or any of their respective properties or assets may be bound or affected(iv) except as contemplated by this Agreement or with respect to Permitted Liens, except, result in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder creation of any Lien upon any Company Shares or any of its obligations under this Agreementthe assets of any Company Entity.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (a) Assuming (i) the applicable requirements of the Securities Act and the Exchange Act are met, (ii) the filing of reportsthe Articles of Merger and other appropriate Merger documents, if any, as required by the BCA, are made, (iii) the filing of a reportable event filing required under Sections 13(d)ERISA is made, 13(eand (iv) the pre-merger notification requirements under the HSR Act and 16 any other applicable Antitrust Laws are made, the execution and delivery of this Agreement by Company and the consummation by Company of the Exchange Act as Transactions, do not and will not (A) violate or conflict with any provision of its articles of incorporation or bylaws or the comparable governing documents of any of its Subsidiaries, (B) violate or conflict with any Law or Order applicable to Company or any of its Subsidiaries or by which any of their respective properties or assets may be required bound, (C) require any filing or registration with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (D) result in connection a violation or breach of, conflict with, constitute (with this Agreement or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of 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 Contract to which Company or any of its Subsidiaries is a party, or by which Company or any of its Subsidiaries may be bound, excluding in the case of clauses (B) through (D) above, conflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, impositions of Encumbrances which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute have a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this AgreementCompany Material Adverse Effect.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity Authority are necessary for the performance by Shareholder such Executing Stockholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder such Executing Stockholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholdersuch Executing Stockholder, nor the performance by Shareholder of such Executing Stockholder with its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder such Executing Stockholder (if such Executing Stockholder is not a natural Person) or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity Authority applicable to Shareholder such Executing Stockholder or any of its such Executing Stockholder’s properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) of, such Executing Stockholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder such Executing Stockholder is a party, or by which its such Executing Stockholder or any of such Executing Stockholder’s properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder such Executing Stockholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents None of the execution, delivery or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing Local Purchase Agreements, the Related Agreements or the Other Transaction Documents to which Buyer is a party or the consummation of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby by Buyer will (a) violate any provision of the certificate of incorporation or by-laws (or other comparable governing documents) of Buyer, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the FTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls, and (iii) such other consents, waivers, approvals, filingsauthorizations, declarations permits, filings or registrations thatnotifications which, if not obtained, made obtained or givenmade, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholderhave a Buyer Material Adverse Effect, nor the performance by Shareholder of its obligations under this Agreement, will (Ac) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit undera violation or breach of, or constitute a default (with or an event which, with without notice or lapse of timetime or both) a default under, or bothgive rise to any right of termination, would constitute a default) under, result in the termination of cancellation or acceleration or any obligation to repay or a right of termination or cancellation under, accelerate the performance required by, or result in the creation loss of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) benefit to which Buyer is entitled under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation material Contract to which Shareholder Buyer is a party, party or by which Buyer or any of its properties or assets Assets may be bound or affectedbound, except, in the case of clause (B), for except such violations, conflicts, lossesbreaches, defaults, terminations, cancellations, cancellations and accelerations or Liens as which would not, individually or in the aggregate, reasonably be expected to prevent have a Buyer Material Adverse Effect or materially delay (d) assuming the performance making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by Shareholder of which any of its obligations under this Agreementproperties or Assets may be bound, except such violations which would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary (a) Except for the performance by Shareholder of its obligations under this Agreement, other than (i) applicable requirements of the filing Securities Exchange Act of reports1934, if anyas amended, under Sections 13(dand the rules and regulations thereunder (the "Exchange Act"), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement state securities and the transactions contemplated hereby "blue sky" laws and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to and no permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of, the Company for the consummation by the Company of the transactions contemplated by this Agreement A-5 41 (other than approval of this Agreement by the stockholders of the Company), except where the failure to make such other consentsfiling, approvalsregistration or notice or to obtain such permit, filingsauthorization, declarations consent or registrations that, if not obtained, made or given, approval would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementhave a Material Adverse Effect. (b) Neither the execution and delivery of this Agreement by Shareholder, the Company nor the performance consummation by Shareholder the Company of its obligations under this Agreement, the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (Ai) conflict with or violate result in any breach of any provision of the organizational documents Certificate of Shareholder Incorporation or By-laws of the Company, (Bii) (x) violate any Law, judgment, writ result in a violation or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsbreach of, or constitute (ywith or without due notice or lapse of time or both) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder the Company or any of its Subsidiaries is a party, party or by which its any of them or any of their properties or assets may be bound or affected(iii) violate any order, exceptwrit, in injunction, decree, statute, rule or regulation applicable to the case of clause (B)Company, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect. SECTION 2.7

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d)) , 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals ofExcept as set forth on Schedule 3.3 and for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or filings, declarations or registrations with, any Governmental Entity are necessary for as amended (the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d"HSR Act"), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder consummation of its obligations under this Agreement, the transactions contemplated hereby will (Aa) conflict with or violate result in any breach of any provision of the organizational documents certificate of Shareholder incorporation or (B) (x) violate any Law, judgment, writ or injunction by-laws of any Governmental Entity applicable to Shareholder or of the Sellers; (b) require any of its properties or assetsfiling with, or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority; (yc) violate, conflict with, with or result in the loss of any material benefit under, constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, deed of trustguarantee, license, permitagreement, lease, agreement lease or other contract, instrument or obligation to which Shareholder any of the Sellers is a party, party or by which its properties any of the Sellers or any of their respective assets may be bound bound; or affected(d) violate any order, exceptinjunction, in decree, statute, rule or regulation applicable to any of the case of clause Sellers, excluding from the foregoing clauses (Bb), for (c) and (d) such requirements, violations, conflicts, losses, defaults, terminations, cancellations, accelerations defaults or Liens as rights (i) which would not, individually or in not have Seller Material Adverse Effect and would not adversely affect the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder ability of any of its obligations under the Sellers to consummate the transactions contemplated by this Agreement, or (ii) which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, Buyer.

Consents and Approvals; No Violations. No consents filing with or approvals notice to, and no permit, authorization, registration, consent or approval of, or filings, declarations or registrations with, any Governmental Entity are necessary is required on the part of any member of the Purchaser Group for the execution, delivery and performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 such member of the Exchange Act as may be required in connection with this Agreement and Purchaser Group of the Transaction Documents to which such member of the Purchaser Group is a party or the consummation by such member of the Purchaser Group of the transactions contemplated hereby and (ii) by the Transaction Documents to which such other consentsmember of the Purchaser Group is a party, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or except compliance with any applicable Antitrust Laws. Assuming compliance with the item described in the aggregatepreceding sentence, reasonably be expected neither the execution, delivery and performance of the Transaction Documents to prevent or materially delay which such member of the performance Purchaser Group is a party by Shareholder such member of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, Purchaser Group nor the performance consummation by Shareholder such member of its obligations under this Agreement, the Purchaser Group of the transactions contemplated by the Transaction Documents to which such member of the Purchaser Group is a party will (Aa) conflict with or violate result in any breach, violation or infringement of any provision of the organizational documents respective articles of Shareholder incorporation or bylaws (Bor similar governing documents) of such member of the Purchaser Group, (xb) violate any Lawresult in a breach, judgment, writ violation or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsinfringement of, or constitute (ywith or without due notice or lapse of time or both) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in give rise to the creation of any Lien upon Lien, except for Permitted Liens, or any right of the properties termination, amendment, cancellation or assets acceleration), give rise to a loss of Shareholder (including the Shareholder Shares) benefit, or give rise to a purchase right, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation material Contract to which Shareholder such member of the Purchaser Group is a party, party or by which any of them or any of its properties or assets may be bound or affected(c) violate any Law applicable to such member of the Purchaser Group or any of its Subsidiaries or any of their respective properties or assets, except, except in the case cases of clause clauses (Bb) and (c), for such breaches, violations, conflicts, losses, defaults, terminations, cancellations, accelerations infringements or Liens as that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on such member of the Purchaser Group's ability to prevent or materially delay timely consummate the performance transactions contemplated by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; No Violations. No consents or approvals of, or Except for the filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection under, and other applicable requirements of, Exchange Act, New York Stock Exchange rules, state securities or blue sky laws, the HSR Act and applicable non-U.S. laws with this Agreement respect to foreign investment and competition, none of the transactions contemplated hereby and (ii) such other consentsexecution, approvals, filings, declarations delivery or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor Purchaser or the performance consummation by Shareholder Purchaser of its obligations under this Agreement, the Closing will (Aa) conflict with or violate result in any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents document of Shareholder Purchaser, (b) require any filing with, or (B) (x) violate any Lawpermit, judgmentauthorization, writ consent or injunction of approval of, any Governmental Entity applicable to Shareholder Entity, (c) result in a violation or any of its properties or assetsbreach of, or constitute (ywith or without notice or lapse of time or both) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, license, permit, leasecontract, agreement or other instrument or obligation to which Shareholder Purchaser or any of its Subsidiaries is a party, party or by which its any of them or any of their respective properties or assets may be bound or affected(d) violate any Law applicable to Purchaser, exceptany of its Subsidiaries or any of their respective properties or assets, in excluding from the case of clause foregoing clauses (Bb), for (c) and (d) such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, individually or in the aggregate, reasonably be expected either (i) have a material adverse effect on Purchaser’s ability to prevent consummate the Closing or materially delay the performance by Shareholder of any of perform its obligations under this AgreementAgreement or (ii) impede in any material respect or delay the consummation of the Closing.

Consents and Approvals; No Violations. No consents or approvals of, or Except for the filings, declarations or registrations withpermits, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreementauthorizations, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) consents and 16 of the Exchange Act approvals as may be required in connection with this Agreement under, and other applicable requirements of, the transactions contemplated hereby Exchange Act, the HSR Act and (ii) such other consentsstate or foreign securities laws, approvalsnone of the execution, filings, declarations delivery or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholderany Seller Party, nor the performance consummation by Shareholder the Sellers of its obligations under this Agreement, the Transactions or compliance by any Seller Party with any of the provisions hereof will (Aa) conflict with or violate result in any breach of any provision of the organizational documents certificate of Shareholder incorporation, by-laws or (B) (x) violate any Law, judgment, writ or injunction equivalent governing instruments of any Governmental Entity applicable to Shareholder or Seller Party, (b) require any of its properties or assetsfiling with, or permit, authorization, consent or approval of, any Governmental Entity, (yc) violate, conflict with, result in the loss a violation or breach of, or constitute (with or without due notice or lapse of any material benefit under, constitute time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, license, permit, leasecontract, agreement or other instrument or obligation to which Shareholder any Seller Party or any of its Subsidiaries is a party, party or by which its any of them or any of their respective properties or assets may be bound bound, or affected(d) violate any order, exceptwrit, in injunction, decree, statute, rule or regulation applicable to any Seller Party, any of its Subsidiaries or any of their properties or assets, excluding from the case of clause foregoing clauses (Bb), for (c) and (d) such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which (i) would not, not have individually or in the aggregate, reasonably a Company Material Adverse Effect or a material adverse effect on any Seller’s ability to consummate the Transactions or (ii) would become applicable as a result of the business or activities in which Purchaser is or proposes to be expected to prevent engaged or materially delay the performance by Shareholder as a result of any acts or omissions by, or the status of its obligations under this Agreementany facts pertaining to, Purchaser.

Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the The execution and delivery of this Agreement by ShareholderBuyer does not, nor and the performance execution and delivery of the Ancillary Agreements by Shareholder the Buyer Parties will not, and the consummation of its obligations under the transactions contemplated by this Agreement, Agreement and the Ancillary Agreements will not (Aa) conflict with with, or violate result in any breach of any provision of of, the organizational documents of Shareholder or any Buyer Party, (Bb) (x) violate except for applicable requirements of the HSR Act, require any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder filing by Buyer or any of its properties subsidiaries (collectively, the "Buyer Entities") to obtain any permit, authorization, consent or assetsapproval of, or license, qualification or order of, any governmental or regulatory authority, (yc) violate, conflict with, with or result in the loss of any material benefit under, constitute a default (or an any event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation Contract to which Shareholder any Buyer Entity is a party, party or by which any Buyer Entity or any of its properties or assets may be bound or affectedunder which any Buyer Entity receives any benefit, exceptwhether or not it is a party thereto, excluding in each case any Contract to which any Seller Entity is a party or (d) violate any order, injunction, decree, statute, rule or regulation applicable to any Buyer Entity, excluding from the case of clause foregoing clauses (Bb), for (c) and (d) any such requirements, violations, conflicts, losses, defaults, terminations, cancellations, accelerations defaults or Liens as would notrights which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay (i) adversely affect the performance by Shareholder ability of any Buyer Party to consummate the transactions contemplated by this Agreement or any Ancillary Agreement or (ii) cause the failure of its obligations under any condition in Article VI of this AgreementAgreement ((i) and (ii) collectively, a "Buyer Material Adverse Effect").

Consents and Approvals; No Violations. No Except for applicable requirements of the Securities Act, the Exchange Act, state laws relating to takeovers, if applicable, and state securities or blue sky laws, ,no filing with, and no permit, authorization, consent or approval of any Governmental Authority is necessary for the consummation by Whole Living of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder failure of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may which to be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, obtained would not, not individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementaggregate have a Whole Living Material Adverse Effect. Neither the execution and delivery of this Agreement by ShareholderWhole Living nor the consummation by Whole Living of the transactions contemplated hereby, nor compliance by Whole Living with any of the performance by Shareholder of its obligations under this Agreementprovisions hereof, will (Aa) conflict with or violate result in any provision breach of any provisions of the organizational documents Articles of Shareholder Incorporation of Whole Living or the Bylaws of Whole Living, (Bb) (x) violate any Law, judgment, writ result in a violation or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assetsbreach of, or constitute (ywith or without the notice or lapse of time or both) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination termination, cancellation or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Sharesacceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, leasecontract, agreement or other instrument or obligation to which Shareholder Whole Living is a party, party or by which its any of them or any of their properties or assets may be bound bound, or affected(c) violate any order, exceptwrit, injunction, decree, statute, rule or regulation applicable to Whole Living or any of its properties or assets, except in the case of clause clauses (B), b) and (c) for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations breaches or Liens as defaults which would not, not individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementaggregate have a Whole Living Material Adverse Effect.