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

Consents and Approvals; No Violations. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The (i) Assuming compliance with the matters set forth in Section 4.1(e)(ii) and Section 4.1(e)(iii), the accuracy of Parent’s and Safety’s representations in Section 4.2(y) and the receipt of Receiver Stockholder Approval and with respect to the Additional Charter and By-Laws Amendments, the Additional Receiver Stockholder Approval, the execution and delivery of this Agreement by Receiver and Merger Sub does not, and the performance by Receiver and Merger Sub of their respective obligations hereunder, including the consummation of the transactions contemplated hereby will not: , (iA) violate or conflict with any provisions provision of Receiver’s Constituent Documents or the Certificate Constituent Documents of Incorporation or By-Laws any Subsidiary of the Parent or BuyerReceiver; (iiB) breach, violate result (with or constitute an event without the giving of default (notice or an event which with the lapse of time or the giving both) in any violation of notice or both would constitute an event default or loss of default) under, give rise to any right of termination, cancellation, modification or acceleration a benefit under, or require any consent permit the acceleration, amendment or the giving termination of any notice obligation under, any note, bondmortgage, indenture, mortgage, security agreement, lease, licensepermit, concession, grant, franchise, permitlicense, agreement or other instrument or obligation to which the Parent and/or Buyer Receiver or its Subsidiaries is party, a party or by which any of them or any of their respective properties properties, assets or assets may be rights are bound, ; (C) violate any Law binding upon or applicable to Receiver or its Subsidiaries; (D) result in the creation or imposition of any lienLien upon any properties, claim assets or encumbrance rights of Receiver or any Subsidiary of Receiver or (E) cause the suspension or revocation of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemptiongovernmental authorization, consent, authorization consent or approval ofunder which Receiver and the Subsidiaries of Receiver conduct Receiver’s business, or except in the giving case of any notice toclauses (B), any governmental or regulatory body(C), agency or authority other than any filing(D) and (E) above, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have reasonably be expected (x) to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Receiver or (y) prevent or materially impede the ability of Receiver or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. The In the event (i) the filings required under the HSR Act are made and any applicable waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act relating to the Proxy Statement and the Offer and the various "blue sky laws" are met, and (iii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the FBCA, the execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate charter documents of Parent or the Articles of Incorporation or By-Laws of the Purchaser; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, Purchaser or by which any of them or any either of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii3) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, to any governmental or regulatory body, agency or authority other than authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or Purchaser or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease or other instrument or obligation to which Parent or Purchaser or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound except, in the cases of clauses (2), (3) and (4) above, for any such filing, permit, consent, authorizationapproval, approval the failure to obtain or notice which if not obtained make which, and except for any breach, violation or made Encumbrance which, would not have a Parent Material Adverse Effectprevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution No filing with or notice to, and no license, permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Sellers for the execution, delivery and performance by Sellers of this Agreement or the consummation by Sellers of the transactions contemplated by this Agreement, except for (i) compliance with any applicable requirements of the HSR Act and under any non-U.S. Antitrust Laws and the Investment Canada Act; (ii) compliance with any foreign, state or federal licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedule; or (iii) any such filings, notices, licenses, permits, authorizations, registrations, consents or approvals, the failure to make or obtain have not had or would not reasonably be expected to, individually or in the aggregate, (A) prevent, materially delay or materially impair the consummation of the transactions contemplated hereby will not: by this Agreement; or (B) be material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole. Assuming compliance with the items described in clauses (i) violate or through (iii) of the preceding sentence, neither the execution, delivery and performance of this Agreement and each Ancillary Agreement to which Sellers are a party nor the consummation by Sellers of the transactions contemplated by this Agreement will (1) conflict with or result in any provisions breach, violation or infringement of any provision of the Certificate respective articles of Incorporation incorporation or Byby-Laws laws (or similar governing documents) of Sellers or any member of the Parent or Buyer; Education Group, (ii2) result in a breach, violate violation or infringement of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement conditions or other instrument provisions of any Material Contract or obligation Lease or (3) violate or infringe any Law applicable to which any member of the Parent and/or Buyer is party, or by which any of them Education Group or any of their respective properties or assets may be boundassets, or result except in the creation case of any lien(2) or (3) for breaches, claim violations, infringements, defaults, Liens or encumbrance of any kind whatsoever upon other rights that have not had or would not reasonably be expected to, individually or in the properties aggregate, (I) prevent, materially delay or assets materially impair the consummation of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or transactions contemplated by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effectthis Agreement; or (ivII) requirebe material to the Education Group, on including the part of the Parent and/or BuyerTransferred Companies and their Subsidiaries, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have taken as a Parent Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for (i) the matters set forth in Section 4.3(i), (ii), and (iii) hereof; (ii) the mailing of the Information Statement to Parent’s shareholders; (iii) such filings as are required to be made with the SEC in connection with this Agreement under the Exchange Act; and (iv) such filings as may be made with the SEC and other Governmental Authorities under applicable securities laws in connection with this Agreement or the Registration Rights Agreement, no filing with, and no Permit or Consent of any Governmental Authority or any other Person is necessary to be obtained, made or given by any Buying Party in connection with the execution and delivery by the Buying Parties of this Agreement and any Ancillary Agreement to which any Buying Party is a party, the performance by the Buying Parties of their obligations hereunder and thereunder and the consummation by the Buying Parties of the Transactions. The execution and delivery of this Agreement by each of the Buying Parties and the execution and delivery by such Buying Party of each Ancillary Agreement to which such Buying Party is or is proposed to be, a party, the consummation by the Buying Parties of the transactions contemplated hereby and thereby, and the compliance by the Buying Parties with any of the provisions hereof or thereof will not: not (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; the organizational documents of Merger Sub, (iib) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration underor loss of material benefits) under any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation Contract to which the Parent and/or Buyer or Merger Sub is party, a party or by which any of them or any of their respective properties or assets otherwise may be bound, subject to or bound or result in the creation of any lien, claim or encumbrance of Lien (other than Permitted Liens) on any kind whatsoever upon the properties or assets of the assets or properties of Parent or Buyer pursuant Merger Sub, or (c) violate any Permit or Law applicable to Parent or Merger Sub or to which Parent or Merger Sub or any of its assets or properties may be subject to or bound, except in the terms case of (b) or (c), any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification breach or acceleration default which would not have or would not reasonably be expected to have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, Effect on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectParent.

Consents and Approvals; No Violations. The execution No filing with or notice to, and no consent or approval of, any Governmental Entity is required to be obtained or made on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement and or any Ancillary Agreement to which such Person is or shall at Closing be a party or the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby will not: or thereby, other than (a) the Required Regulatory Approvals, (b) the Xxxxxxxx Plant Approvals, (c) the Additional Regulatory Filings and Consents, (d) notice and judicial approval of a modification to the NSR Consent Decree, or (e) any permit, declaration, filing, authorization, registration, consent or approval, of which the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Purchaser and/or their Affiliates, as applicable, of this Agreement or any Ancillary Agreement to which such Person is or shall at Closing be a party, nor the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby shall (i) violate or conflict with or result in any provisions breach or violation of the Certificate any provision of Incorporation or By-Laws of the Parent or Buyer; Purchaser’s Organizational Documents, (ii) breachresult in a breach or violation of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement conditions or other instrument provisions of any material Contract or obligation material Permit to which the Parent and/or Buyer is party, or by which any of them Purchaser or any of their respective its assets, rights, properties or assets may be boundbusiness is bound or (iii) violate any Law applicable to, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, Encumbrance (other than for Permitted Encumbrances) upon, Purchaser or any breachof its rights, violationproperties, defaultbusiness or assets, except, in the case of clauses (ii) or (iii), for breaches, violations, defaults, Encumbrances or rights of termination, cancellationamendment, modification cancellation or acceleration which that would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. The Except as set forth in Section 3.05 of the Disclosure Schedule, neither the execution and delivery of this Agreement or the other agreements and instruments to be executed by Seller in connection herewith, nor the consummation of the transactions contemplated hereby or thereby will not: (ia) violate or conflict with any provisions provision of the Certificate of Incorporation or By-Laws (or other comparable governing documents) of the Parent Company, the Company Subsidiaries or Buyer; the Seller, (iib) breachrequire any consent, violate waiver, approval, authorization or permit (a "Consent") of, or filing with or notification to, any governmental or regulatory authority, arbitrator, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), except where the failure to obtain such Consent or make such filing or notification is not reasonably likely to have a Company Material Adverse Effect, (c) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default, or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration under, or require any consent or the giving of any notice obligation to repay under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, indenture, mortgage, security agreement, leaseencumbrance, license, franchisegovernment registration, permitcontract, lease, agreement or other instrument or obligation (each, an "Obligation") to which the Parent and/or Buyer Company, any Company Subsidiary or the Seller is party, a party or by which the Company, any of them Company Subsidiary or the Seller or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties property or assets may be bound, except for such violations violations, breaches and defaults which, in the aggregate, are not reasonably likely to have a Company Material Adverse Effect or conflicts which would not have impair, hinder or adversely affect the ability of the Seller to perform any of its obligations under this Agreement or to consummate the transactions contemplated hereby (a Parent "Seller Material Adverse Effect; ") or those as to which requisite waivers or Consents have been obtained or (ivd) requireviolate any order, on writ, settlement, judgment, injunction, decree, statute, ordinance, rule, law, code, regulation or other requirement (each, an "Order") of any Governmental Entity applicable to the part of the Parent and/or BuyerCompany, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, Company Subsidiary or the giving of any notice toSeller, any governmental or regulatory bodyexcept such violations which, agency or authority other than any filingin the aggregate, registration, permit, license, exemption, consent, authorization, approval or notice which if are not obtained or made would not reasonably likely to have a Parent Company Material Adverse Effect or a Seller Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the German Competition Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign laws, neither the execution, delivery or performance of this the Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions 25 30 breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; and Sub, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent Offer and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "SCHEDULE 13E-3"), the HSR Act and Sections 607.1103 - 607.1105 of the Corporation Law, neither the execution, delivery or performance of this Agreement and by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective articles of Incorporation incorporation or By-Laws bylaws of the Parent or Buyer; Purchaser, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Purchaser or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Purchaser, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which could not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The execution Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain filings and delivery approvals relating to healthcare licensing, certificate of this Agreement need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filing of appropriate Articles of Merger and Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the GCL and the General Corporation Law of Delaware, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), is necessary in connection with the consummation by Parent or Sub of the transactions contemplated hereby by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate prevent, materially delay or materially impair the ability of Parent or Sub to consummate the transactions contemplated by this Agreement. Neither the execution and delivery by Parent or Sub of this Agreement, nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will not: (ia) violate or conflict with or result in any breach of any provisions of the Certificate charter documents or by-laws of Incorporation or By-Laws of the Parent or Buyer; Sub, (iib) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except in the case of clauses (b) and (c) for such violations violations, breaches or conflicts defaults which would not have a prevent, materially delay or materially impair the ability of Parent Material Adverse Effect; or (iv) require, on Sub to consummate the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Subject to the filing of a Certificate of Merger with the Secretary of State of the State of Delaware and compliance with applicable federal and state securities laws, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or BuyerAcquisition; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer or Acquisition is a party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer Acquisition pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Lycos Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federalFederal, state, local or foreign court or governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent or Buyer Acquisition or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Lycos Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyeror Acquisition, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Lycos Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for (a) filings with the SEC under the Exchange Act, (b) filing the Certificate of Merger with the Department of State of the Commonwealth of Pennsylvania, (c) the filings provided for under the HSR Act and (d) matters listed in Section 2.3 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not: not (i) violate or (assuming the shareholder approval set forth in Section 5.1(a) is obtained) conflict with or result in any provisions breach of any provision of the Certificate Company’s Articles of Incorporation or By-Laws of the Parent or Buyer; Laws, (ii) breachrequire any filing with, violate notice to, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent provisions of, or result in a change in the giving rights or obligations of any notice underthe parties to, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Company or any of the Company Subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate any Law or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Permit applicable to the Parent or Buyer Company, any of the Company Subsidiaries or by which any of their respective properties or assets may be is bound, except for (v) result in the creation of any Lien on the assets or properties of the Company or a Company Subsidiary or (vi) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v) and (vi) such violations violations, breaches, defaults, Liens, reassessments, revaluations and changes which, and filings, notices, permits, authorizations, consents and approvals the absence of which, individually or conflicts which in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or and/or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is partyare parties, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or and/or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or and/or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx Xxchange Act, state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain filings and delivery approvals relating to healthcare licensing, certificate of this Agreement need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filing of appropriate Articles of Merger and Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the GCL and the General Corporation Law of Delaware, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), is necessary in connection with the consummation by Parent or Sub of the transactions contemplated hereby by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate prevent, materially delay or materially impair the ability of Parent or Sub to consummate the transactions contemplated by this Agreement. Neither the execution and delivery by Parent or Sub of this Agreement, nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will not: (ia) violate or conflict with or result in any breach of any provisions of the Certificate charter documents or by-laws of Incorporation or By-Laws of the Parent or Buyer; Sub, (iib) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except in the case of clauses (b) and (c) for such violations violations, breaches or conflicts defaults which would not have a prevent, materially delay or materially impair the ability of Parent Material Adverse Effect; or (iv) require, on Sub to consummate the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the GBCC, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, 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 will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; and Sub, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent Offer and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The Assuming any filings required under the HSR Act applicable to the sale of Assets to Buyer are made and any applicable waiting period thereunder has been terminated or has expired, the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not: (ia) violate or conflict with any provisions provision of the Certificate certificate of Incorporation formation or By-Laws operating agreement of the Parent or Buyer; (iib) breachviolate any statute, violate ordinance, rule, regulation, order or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument or obligation authority applicable to which the Parent and/or Buyer is party, or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the property or assets of Buyer under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, franchise agreement or other instrument or obligation to which Buyer is a party, or by which it or its assets are bound except, in the case of clauses (b), (c) and (d), above, for any such filing, permit, consent, authorization, approval or notice which if not obtained notice, the failure to obtain or made make which, and except for any breach, violation or Encumbrance which, would not have a Parent Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, state securities or blue sky Laws, the HSR Act or any other Antitrust Law, the filing and recordation of the Articles of Merger as required by the MGCL and the filing and recordation of the Certificate of Merger as required by DGCL, no filing with or notice to, and no permit, authorization, consent or approval of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent and MergerCo of this Agreement and or the consummation by each of Parent and MergerCo of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution, delivery or performance of this Agreement by each of Parent and MergerCo nor the consummation by each of Parent and MergerCo of the Merger or any of the other transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective articles or bylaws (or similar organizational documents) of Incorporation or By-Laws each of the Parent or Buyer; MergerCo, (ii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a Default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent Encumbrance or result in the giving reduction or loss of any notice benefit) under, any of the terms, conditions or provisions of any loan note, bond, indenture, mortgage, security credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the each of Parent and/or Buyer or MergerCo, or any of their respective subsidiaries, is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Law applicable to the each of Parent or Buyer MergerCo, or by which any of their respective subsidiaries, or any of their respective properties or assets may be boundassets, in each case with respect to (ii) and (iii) above, except for such violations or conflicts as which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The Except for the filing and recordation of the Certificate of Merger as required by the DGCL, and those filings, permits, authorizations, consents or approvals specifically identified on Section 5.03 of the Disclosure Schedule or which have already been obtained or the failure of which to be made or obtained would not, individually or in the aggregate, have a Parent Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other third party is necessary for the consummation by Parent or Sub of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by each of Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby hereby, nor compliance by each of Parent and Sub with any of the provisions hereof, will not: (ia) violate or conflict with or result in any breach of any provisions of the Certificate of Incorporation its Charter Documents, (b) require any consent or By-Laws of the Parent other action by any Person under, result in a violation or Buyer; (ii) breachbreach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration or result in any other change of any right or obligation or the loss of any benefit to which Parent or any Parent Subsidiary is entitled) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any Parent Subsidiary is party, a party or by which any of them or any of their respective properties or assets may be bound, or (c) result in the creation or imposition of any lienrestriction, Lien or other adverse claim or encumbrance of any kind whatsoever upon the properties or assets kind, including any Lien for Taxes, on any asset of the Parent or Buyer pursuant to the terms of any such instrument Parent Subsidiary, or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiid) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or injunction, decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Law applicable to the Parent, any Parent Subsidiary or Buyer or by which any of their respective properties or assets may be boundassets, except in the case of clauses (b) and (c) for such violations violations, breaches or conflicts defaults which would not have a Parent Material Adverse Effect; individually or (iv) require, on in the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The execution and delivery of this Agreement Agreement, the other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby and the consummation by Purchaser of the transactions contemplated hereby and thereby will not: not result in a violation or breach of, conflict with, constitute (i) violate with or conflict with any provisions of the Certificate of Incorporation without due notice or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification payment or acceleration acceleration) under, or require any consent or result in the giving creation of any notice Lien on any of the properties or assets of the Purchaser or any of its Subsidiaries under, : (1) any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement provision of the certificate of incorporation or other instrument by-laws of Purchaser; (2) any Law or obligation Order applicable to which the Parent and/or Buyer is partyPurchaser, or by which any of them its properties or assets may be bound; (3) any of the terms, conditions or provisions of any Contract to which Purchaser is a party, or by which they or any of their respective properties or assets may be bound, or result is bound except in the creation case of any lienclauses (2) and (3) above, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations violations, filings, permits, consents, approvals, notices, breaches or conflicts which would not have a Parent Material Adverse Effect; Effect with respect to Purchaser or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, Company. No consent, approval, order or authorization or approval of, or the giving of any notice toregistration, declaration or filing with, any governmental entity is required by or regulatory bodywith respect to Purchaser in connection with the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated hereby, agency or authority other than any except for (i) the filing, registrationif any, permitof a current report on Form 8-K with the Securities and Exchange Commission ("SEC") and National Association of Securities Dealers ("NASD") after the date of this Agreement, license(ii) the filing of a registration statement on Form S-3 with the SEC after the date of this Agreement covering the resale of the Purchaser Shares issued pursuant to this Agreement, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect(iii) any filings as may be required under applicable state securities laws and the securities laws of any foreign country.

Consents and Approvals; No Violations. The Except for (i) the filing of applications and notices with and the obtaining of consents, clearances, authorizations and approvals of, as applicable, federal and state regulatory authorities, including the Federal Reserve Board (collectively, the “Requisite Regulatory Approvals”), and (ii) the filing of articles of merger and the issuance of a certificate of merger as required by Missouri law (the “Merger Filing”), no filing with, and no permit, authorization, consent or approval of, or issuance of a certificate by any public or governmental body or authority is necessary for the consummation of the Merger. Except as set forth on Section 3.05 of the HNB Disclosure Schedule, neither the execution and delivery of this Agreement and by HNB or HNB Bank nor the consummation of the transactions contemplated hereby will notMerger, nor compliance by HNB or HNB Bank with any of the provisions hereof, will: (ia) violate or conflict with or result in any provisions breach of the Certificate Articles of Incorporation or By-Laws Bylaws of HNB or the Parent Articles of Association or BuyerBylaws of HNB Bank; (iib) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, or require any consent or give rise to the giving creation of any notice lien, charge, security interest or encumbrance upon the respective properties or assets of HNB or HNB Bank under, any of the terms, conditions or provisions of any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer HNB or HNB Bank is party, a party or by which either of them or any of them their properties or assets may be bound or affected; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HNB or HNB Bank, or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectassets.

Consents and Approvals; No Violations. The Subject to (a) the filing of Articles of Merger with the Secretaries of State of the Commonwealth and Minnesota and (b) compliance with applicable federal and state securities laws, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation Charter or By-Laws of the Parent CBC or BuyerMerger Sub; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer CBC or Merger Sub is a party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent CBC or Buyer Merger Sub pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effectmaterial adverse effect on CBC or its business or prospects; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federalFederal, state, local or foreign court or governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent CBC or Buyer Merger Sub or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effectmaterial adverse effect on CBC or its business or prospects; or (iv) require, on the part of the Parent and/or BuyerCBC or Merger Sub, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectmaterial adverse effect on CBC or its business or prospects since December 31, 1998.

Consents and Approvals; No Violations. The Except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement and or any Ancillary Agreement nor the consummation by each of the Buyers and each of the Acquisition Subs of the transactions contemplated hereby will notor thereby will: (ia) violate or violate, conflict with or result in any provisions breach of any provision of the Certificate of Incorporation or By-Laws of any of the Parent Buyers or Buyerany of the Acquisition Subs; (iib) breachrequire any filing with, violate or constitute an event the obtaining of any permit, license, authorization, declaration, application, transfer, consent or approval of, any Governmental Authority; (c) violate, conflict with or result in a default (or an any event which which, with the notice or lapse of time or the giving of notice or both both, would constitute an event of a default) under, or give rise to any right of termination, cancellation, modification cancellation or acceleration under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security other evidence of indebtedness, guarantee, license, agreement, lease, license, franchise, permit, agreement permit or other contract or instrument or obligation to which any of the Parent and/or Buyer Buyers or any of the Acquisition Subs is party, a party or by which any of them the Buyers or any of the Acquisition Subs or any of their respective properties or assets may be bound, ; or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiid) violate or conflict with any law, order, injunction, decree, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction rule or decree or other instrument regulation of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory bodyauthority or any judgment applicable to any of the Buyers or any of the Acquisition Subs; excluding from the foregoing clauses (b), agency or authority other than any filing(c) and (d), registration, permit, license, exemption, consent, authorization, approval or notice (i) such matters which if not obtained or made would not have adversely affect the ability of the Buyers or the Acquisition Subs to consummate the transactions contemplated by this Agreement, or (ii) which become applicable as a Parent Material Adverse Effectresult of any acts or omissions by, or the status of or any facts pertaining to, the Companies or Seller.

Consents and Approvals; No Violations. The Assuming (i) the ------------------------------------- filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act relating to the Proxy/Information Statement and the Offer are met, (iii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the laws of the VSCA is made and (iv) approval of the Merger by the sole stockholder of Sub if required by the VSCA is received, the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate articles of Incorporation incorporation or Byby-Laws laws of the Parent or BuyerSub, each as amended; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii2) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction order or decree or other instrument of any federal, state, local or foreign court or of any governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent or Buyer Sub or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv3) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, to any governmental or regulatory body, agency or authority other than authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease or other instrument or obligation to which Parent or Sub or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound except in the case of clauses (2), (3) and (4) above for any such filing, permit, consent, authorization, approval or notice violation, which if is not obtained or made would not reasonably likely to have a material adverse effect on the Condition of the Parent Material Adverse Effectand Sub, taken as a whole, and is not reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Assuming the truth and accuracy of the Company's representations and warranties contained in Section 3.4, except for the filing of the Certificate of Merger with the Department of State of the State of New York, and any filings or notices under the NRS, Securities Act or Securities Exchange Act, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement and or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the ability of Parent or Merger Sub to consummate the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of the Parent or Buyer; Merger Sub, (iib) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice or both would constitute an event of defaultboth) a Default under, give rise to any right of terminationthe terms, cancellation, modification conditions or acceleration under, or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or Merger Sub is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or injunction, decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Law applicable to the Parent or Buyer Merger Sub or by which any of Parent's subsidiaries or any of their respective properties or assets may be boundassets, except in the case of (b) or (c) for such violations violations, breaches or conflicts Defaults which would not have a Parent Material Adverse Effect; or (iv) require, Effect on the part ability of Parent or Merger Sub to consummate the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by Hi-Tech or the VitroTech Shareholders of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Hi-Tech and VitroCo nor the consummation by Hi-Tech of the transactions contemplated hereby hereby, nor compliance by Hi-Tech and VitroCo with any of the provisions hereof, will not: (ia) violate or conflict with or result in any breach of any provisions of the Certificate their respective Articles of Incorporation Organization or By-Laws of the Parent operating agreements, (b) result in a violation or Buyer; (ii) breachbreach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Hi-Tech or VitroCo is a party or by which it or any of its properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Hi-Tech or VitroCo, or any of its properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate material to either Hi-Tech or VitroCo taken as a whole. Neither the execution and delivery of this Agreement by VitroTech Shareholders nor the consummation by VitroTech Shareholders of the transactions contemplated hereby, nor compliance by VitroTech Shareholders with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of VitroTech's Certificate of Incorporation, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer VitroTech Shareholders is party, a party or by which any of them it or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent VitroTech Shareholders or Buyer VitroTech, or by which any of their respective VitroTech's properties or assets may be boundassets, except in the case of clauses (b) and (c) for such violations violations, breaches or conflicts defaults which would are not have in the aggregate material to either VitroTech Shareholders or VitroTech taken as a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectwhole.

Consents and Approvals; No Violations. The Except as set forth on Schedule 4.3, neither the execution and delivery of this Agreement and or the Buyer Ancillary Documents nor the consummation of the transactions contemplated hereby by this Agreement will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate certificates or articles of Incorporation incorporation or By-Laws bylaws of the Parent or Buyer; (iib) breachrequire any filing with, violate or constitute an event the obtaining of any permit, authorization, consent or approval of, any Governmental Entity; (c) violate, conflict with or result in a default (or an any event which which, with the notice or lapse of time or the giving of notice or both both, would constitute an event of a default) under, or give rise to any right of termination, cancellation, modification cancellation or acceleration under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementother evidence of indebtedness, leaseguarantee, license, franchiseagreement, permit, agreement lease or other contract, instrument or obligation to which the Parent and/or Buyer is party, a party or by which any of them Buyer or any of their respective properties or its assets may be bound, ; or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiid) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgmentLaw, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to Buyer; excluding from the Parent foregoing clauses (b), (c) and (d) such requirements, violations, conflicts, defaults or rights which (i) would not be reasonably likely to have a Material Adverse Effect or (ii) would not adversely affect the ability of Buyer or Seller to consummate the transactions contemplated by which any of their respective properties or assets may be boundthis Agreement. Except as set forth on Schedule 4.3, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, no consent, approval, order or authorization or approval of, or the giving of any notice toregistration, declaration or filing with, any governmental Governmental Entity is required with respect to Buyer or regulatory bodyits Affiliates in connection with the execution, agency delivery or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval performance of this Agreement or notice which if not obtained the Buyer Ancillary Documents or made would not have a Parent Material Adverse Effectthe consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. The Neither the execution and delivery of this Agreement and or any other agreement or document to which the Vendors are or will become a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby will not: (i) violate herein or conflict therein nor compliance by the Vendors with any provisions of the Certificate of Incorporation hereof or By-Laws of the Parent thereof will (a) conflict with or Buyer; result (ii) breachwith or without notice, violate or constitute an event of default (or an event which with the lapse of time or both) in a breach of any of the giving terms, conditions or provisions of notice the articles, by-laws or both would constitute an event other constating documents of defaultthe Entities, (b) under, conflict with or result in a breach or a default (or give rise to any right of termination, cancellation, acceleration, modification or acceleration under, or require other right) under any consent or of the giving provisions of any notice under, any note, bond, indenturelease, mortgage, security agreementindenture, lease, licenselicence, franchise, permit, agreement agreement, Contract, Guild Agreement, or other instrument or obligation to which any of the Parent and/or Buyer Vendors or either of the Entities is a party, or by which any of them the Vendors or either of the Entities is bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall have been obtained by the Vendors before Closing (which waivers or consents are identified and described in Schedule 4.4), (c) violate any Laws applicable to any of the Vendors or either of the Entities or any of their respective properties or assets may be boundassets, or (d) result in the creation or imposition of any lien, claim or encumbrance of any kind whatsoever Encumbrance (other than Permitted Encumbrances) upon the properties or assets either of the Parent Entities. Except as set out in Schedule 4.4, no consent or Buyer pursuant approval by, or any notification or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Vendors of this Agreement or any other agreement or document to which any of the Vendors is or will be a party. Except as set forth on Schedule 4.22, there is no Claim commenced or in progress or, to the terms knowledge of any such instrument the Vendors, pending or obligation, other than any breach, violation, default, termination, cancellation, modification threatened against or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable relating to the Parent Vendors or Buyer either of the Entities or by which any of their respective properties property or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on that might otherwise impair the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval ofconsummation, or the giving benefits to the Purchaser, of the transactions contemplated by this Agreement or in any notice to, any governmental other agreement or regulatory body, agency document to which either of the Vendors is or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have will be a Parent Material Adverse Effectparty.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by BRAUSER and the consummation by BRAUSER of the transactions contemplated hereby contemplatxx xxxxby will not: (i1) violate xxx xxxvision of its articles or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyerregulations; (ii2) breachviolate any statute, violate ordinance, rule, regulation, order or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument or obligation authority applicable to which the Parent and/or Buyer is party, BRAUSER or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii3) violate xxxxxxx BRAUSER to make or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, obtain any filing or registration with, with or permit, license, exemption, consent, authorization consent or approval of, or the giving of approvxx xx xr give any notice to, any governmental or regulatory body, agency or authority other than except for required SEC filings; (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, consentfranchise agreement or other instrument or obligation to which BRAUSER is a party, authorizationor by which any of its properties or assets is bouxx xxxxpt in the case of clauses (3) and (4) above for such violations, approval filings, permits, consents, approvals, notices, breaches or notice conflicts which if not obtained or made would could not have a Parent Material Adverse Effectmaterial adverse effect on the ability of BRAUSER to consummate the transactions contemplated hereby or to perfoxx xxx obligations hereunder.

Consents and Approvals; No Violations. The () Except as set forth in Section 2.3 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by the Seller and each of the Seller Shareholders, nor the consummation by the Seller and each of the Seller Shareholders of the transactions contemplated hereby will not: (iw) violate or conflict with or result in any provisions breach of any provision of the Certificate certificate or articles of Incorporation incorporation, as the case may be, or Byby-Laws laws of the Parent Seller, (x) result in a violation or Buyer; (ii) breachbreach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Seller is party, a party or by which any of them or any of their respective properties or assets may be are bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiy) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or injunction, decree or other instrument of award rendered by any federalGovernmental Entity (as hereinafter defined) or any statute, staterule or regulation (collectively, local or foreign court or governmental or regulatory body"Laws" and, agencyindividually, association, organization or authority a "Law") applicable to the Parent Seller or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (ivz) require, on the part of the Parent and/or Buyer, require any filing or registration with, or the obtaining of any permit, licenseauthorization, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory bodyauthority, agency domestic or authority other than foreign (a "Governmental Entity"), except in the case of clauses (x), (y) and (z) of this Section 2.3 for any filingsuch violations, registrationbreaches, permitdefaults, licenserights of termination, exemptioncancellation or acceleration or requirements that (i), consentindividually or in the aggregate, authorization, approval or notice which if not obtained or made would not have a Parent Business Material Adverse EffectEffect (as hereinafter defined) or would not adversely affect the ability of the Seller or each of the Seller Shareholders to consummate the transactions contemplated by this Agreement; (ii), individually or in the aggregate become applicable as a result of the business or activities in which the Buyer, the Sub or Cendant is or proposes to be engaged (excluding the Expanded Business) or as a result of any acts or omissions by, or the status of or any facts pertaining to, the Buyer, the Sub or Cendant; or (iii) are listed in Section 3.7 of the Seller Disclosure Schedule. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, the Seller will not seek a consent (which may or may not be required) for the transfer to the Buyer (or the Sub if designated by the Buyer) of that certain agreement between the Seller and SFGate listed in Section 2.3 of the Seller Disclosure Schedule unless previously authorized in writing by the Buyer. The Seller will use its commercially reasonable efforts to obtain such consent as soon as practicable following the Closing.

Consents and Approvals; No Violations. The Assuming the truth and accuracy of the Company's representations and warranties contained in Section 3.4, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the 1933 Act, the 1934 Act, or the rules and regulations promulgated thereunder, or of any Regulatory Authority pursuant thereto, state securities or blue sky Laws and the filing of the Agreement of Merger with the Secretary of State of the State of California, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement and or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the ability of Parent or Merger Sub to consummate the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby will not: (ia) violate or conflict with or result in any provisions breach of any provision of the respective Certificate of Incorporation or By-Laws Bylaws (or similar governing documents) of the Parent or Buyer; Merger Sub, (iib) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice or both would constitute an event of defaultboth) a Default under, give rise to any right of terminationthe terms, cancellation, modification conditions or acceleration under, or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or Merger Sub is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or injunction, decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Law applicable to the Parent or Buyer Merger Sub or by which any of Parent's subsidiaries or any of their respective properties or assets may be boundassets, except in the case of (b) or (c) for such violations violations, breaches or conflicts defaults which would not have a Parent Material Adverse Effect; or (iv) require, Effect on the part ability of Parent or Merger Sub to consummate the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The Assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, (c) the requirements under any applicable state securities or blue sky Laws are met, (d) the requirements of the NYSE in respect of the listing of the shares of RMT Partner Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, the execution and delivery of this Agreement and the Other RMT Agreements by Parent and Folgers, as applicable, and the consummation by Parent and Folgers of the transactions contemplated hereby Transactions do not and will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any provision of their respective properties articles of incorporation or assets may be boundcode of regulations (or the comparable governing documents), or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction Law or decree or other instrument Order of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Governmental Authority applicable to the Parent or Buyer any of its Subsidiaries or by which any of their respective properties or assets that will be contributed to Folgers pursuant to the Separation Agreement may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iviii) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority Governmental Authority (other than in connection with the Conveyance of Permits utilized in connection with the operation of the Coffee Business that are unrelated to the manufacturing of the types of products of the Coffee Business as such products are currently being manufactured); or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any filingright of termination, registrationcancellation or acceleration, permitor result in the creation of any Security Interest upon any of the properties or assets of Parent or its Subsidiaries that will be contributed to Folgers pursuant to the Separation Agreement or give rise to any obligation, licenseright of termination, exemptioncancellation, consentacceleration or increase of any obligation or a loss of a material benefit under, authorizationany of the terms, approval conditions or notice provisions of any Contract that would be required to be filed as a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the Commission) in the Folgers Form 10/S-4 if such Folgers Form 10/S-4 was to be filed on the date of this Agreement (or, for purposes of the closing condition in Section 6.02(c), as of the Closing Date) (an “Folgers Material Contract”), excluding in the case of clauses (ii) through (iv) above, (x) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests which if not obtained or made would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCoffee Business MAE and (y) any Security Interests created in connection with the Folgers Credit Facility.

Consents and Approvals; No Violations. The Except for filings, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and other Merger Control Laws, no filing with or notice to, and no permit, authorization, consent or approval of, or order of, any Governmental Entity is necessary for the execution and delivery by Buyer and Guarantor of this Agreement or the consummation by Buyer and Guarantor of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices would not, individually or in the aggregate, be reasonably expected to prevent or materially impair or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Buyer or Guarantor nor the consummation by Buyer or Guarantor of the transactions contemplated hereby will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate Organizational Documents of Incorporation Buyer or By-Laws of the Parent Guarantor, (b) result in a violation or Buyer; (ii) breachbreach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, conditions or provisions of any material agreement or other instrument or obligation to which the Parent and/or Buyer or Guarantor is party, a party or by which any of them Buyer, Guarantor or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any order, writ, injunction, decree, law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Buyer, Guarantor, or Buyer any of their respective Affiliates or by which any of their respective properties or assets may be boundassets, except except, in the case of clauses (b) and (c) above, for such violations violations, breaches or conflicts defaults which would not have a Parent Material Adverse Effect; not, individually or (iv) requirein the aggregate, on be reasonably expected to prevent or materially impair or materially delay the part consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. The Subject to the filing of a Certificate of Merger with the Secretary of State of the State of California and compliance with applicable federal and state securities laws, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or BuyerAcquisition; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer or Acquisition is a party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer Acquisition pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent an On2 Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federalFederal, state, local or foreign court or governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent or Buyer Acquisition or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent an On2 Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyeror Acquisition, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent an On2 Material Adverse Effect.

Consents and Approvals; No Violations. The Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, state securities or blue sky Laws, the HSR Act or any other Antitrust Law, the filing and recordation of the Articles of Merger as required by the MGCL and as otherwise set forth in Section 4.3 of the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent and Merger Sub of this Agreement and or the consummation by each of Parent and Merger Sub of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. Except as set forth in Section 4.3 of the Parent Disclosure Schedule, neither the execution, delivery or performance of this Agreement by each of Parent and Merger Sub nor the consummation by each of Parent and Merger Sub of the Merger or any of the other transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective articles or bylaws (or similar organizational documents) of Incorporation or By-Laws each of the Parent or Buyer; Merger Sub, (ii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent Lien or result in the giving reduction or loss of any notice benefit) under, any of the terms, conditions or provisions of any loan note, bond, indenture, mortgage, security credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the each of Parent and/or Buyer or Merger Sub, or any of their respective subsidiaries, is party, a party or by which any of them or any of their respective properties or assets may be boundbound or any Parent Permit (as hereinafter defined), or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Law applicable to the each of Parent or Buyer Merger Sub, or by which any of their respective subsidiaries, or any of their respective properties or assets may be boundassets, in each case with respect to (ii) and (iii) above, except for such violations or conflicts as which would not have or would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect; or (iv) require, Effect on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectParent.

Consents and Approvals; No Violations. The execution and No notices to, filings with, or authorizations, consents or approvals of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement and any of the Transaction Documents to which Buyer is a party or the consummation by Buyer of the transactions contemplated hereby will not: thereby, except for (i) violate or conflict compliance with any provisions of and filings under the Certificate of Incorporation or By-Laws of the Parent or Buyer; HSR Act and (ii) breachthose set forth on Schedule 5.3. Neither the execution, violate delivery and performance of any of the Transaction Documents to which Buyer is a party nor the consummation by Buyer of the transactions contemplated thereby will (A) conflict with or result in any breach of any provision of Buyer’s Governing Documents, (B) except as set forth on Schedule 5.3, result in a violation or breach of, or cause acceleration, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationcancellation or acceleration), modification create a payment obligation or acceleration loss of material benefit under, or require any action by Buyer (including any notice, authorization, consent or approval) under any of the giving terms, conditions or provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or will be a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiC) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Legal Requirement applicable to the Parent or Buyer or by which any of Buyer’s Subsidiaries or any of their respective material properties or assets may be boundassets, except in the case of clauses (B) and (C) above, for such violations or conflicts which would not have a Parent Material Adverse Effect; prevent or (iv) require, on materially delay the part consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated thereby.

Consents and Approvals; No Violations. The execution Except as set forth on Schedule 5.3, the execution, delivery and delivery performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not: (i) violate , with or conflict with any provisions without the giving of the Certificate of Incorporation notice or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of defaultboth: (a) underviolate, give rise to any right of termination, cancellation, modification or acceleration underconflict with, or require result in a breach or default under any consent provision of the organizational documents of Purchaser; (b) violate any statute, ordinance, rule, regulation, order, judgment or the giving decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument or obligation authority applicable to which the Parent and/or Buyer is party, Purchaser or by which any of them or any of their respective Purchaser's properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing or registration by Purchaser with, or require Purchaser to obtain any permit, license, exemption, consent, authorization consent or approval of, or the giving of require Purchaser to give any notice to, any governmental or regulatory body, agency or authority other than authority; or (d) result in a violation or breach by Purchaser of, conflict with, constitute (with or without due notice or lapse of time or both) a default by Purchaser (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under or result in the creation of any Encumbrance upon any of the properties or assets of Purchaser under any of the terms, conditions, or provision of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease franchise agreement or other instrument or obligation to which Purchaser is a party, consentor by which Purchaser or any of its properties or assets may be bound, authorizationexcept for such violations, approval or notice consents, breaches, defaults, termination and accelerations which if not obtained or made would not have a Parent Material Adverse Effectmaterial adverse effect. The execution, delivery and performance of this Agreement by Castle and the consummation by Castle of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time or both: (a) violate, conflict with, or result in a breach or default under any provision of the organizational documents of Castle; (b) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to Castle or by which any of Castle's properties or assets may be bound; (c) require any filing by Castle with, or require Castle to obtain any permit, consent or approval of, or require Castle to give any notice to, any governmental or regulatory body, agency or authority; or (d) result in a violation or breach by Castle of, conflict with, constitute (with or without due notice or lapse of time or both) a default by Castle (or give rise to any right of termination, cancellation, payment or acceleration) under or result in the creation of any Encumbrance upon any of the properties or assets of Castle under any of the terms, conditions, or provision of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease franchise agreement or other instrument or obligation to which Castle is a party, or by which Castle or any of its properties or assets may be bound, except for such violations, consents, breaches, defaults, termination and accelerations which would not have a material adverse effect. Castle has submitted certain information to NationsBank of Texas, N.A. ("NationsBank") and has held informal discussions with NationsBank regarding the transactions contemplated hereby. Based on such discussions, Castle believes that NationsBank will consent to the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Except as set forth on Schedule 2.1(e) (Third Party Consents-Beasley) and except for applicable requirxxxxxx of federal securities laws and state securities or blue sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by BFS, BTI or the Shareholders of the transactions described in this Agreement. Neither the execution and delivery of this Agreement and by BFS, BTI or the Shareholders nor the consummation by BFS, BTI or the Shareholders of the transactions contemplated hereby described herein, nor compliance by BFS, BTI or the Shareholders with any of the provisions hereof, will not: (ia) violate or conflict with or result in any breach of any provisions of the Certificate Articles of Incorporation or By-Laws Bylaws of the Parent BFS or Buyer; BTI, (b) (i) conflict with or result in a violation or breach of, (ii) breach, violate constitute (with or constitute an event of default (without notice or an event which with the lapse of time or the giving of notice or both would constitute an event of defaultboth) a default under, (iii) require BFS, BTI or the Shareholders to obtain any consent, approval or action of, make any filing with or give rise any notice (other than those that have been obtained or given) to any third party as a result or under the terms of, (iv) result in or give to any third party any right of termination, cancellation, acceleration or modification in or acceleration with respect to, (A) result in or give to any third party any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under or (B) result in the creation or imposition of any Lien upon BFS, BTI or the Shareholders or any of their respective affiliates or their respective assets and properties under, any contract, license, permit, franchise or require any consent other agreement or instrument to which BFS, BTI or the giving Shareholders is a party or by which any of any notice its assets or properties is bound, or that would prevent the consummation of the transactions contemplated thereby under, any of the terms, conditions or provisions of any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Shareholders, BFS, BTI or any of their respective Subsidiaries or affiliates of any of them, is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent BFS, BTI or Buyer or by which any of their respective Subsidiaries, if any, and the Shareholders or any of their properties or assets may be boundassets, except in the case of clauses (b) and (c) for such violations violations, breaches or conflicts defaults which would are not have a Parent Material Adverse Effect; or (iv) requirein the aggregate materially adverse to BFS, on the part of the Parent and/or BuyerBTI and their respective Subsidiaries, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectany.

Consents and Approvals; No Violations. The Except for the filing and recordation of the Articles of Merger, as required by the MGCL, and the Certificate of Merger, as required by the DGCL, and as set forth in Section 3.4 of the Tri-County Disclosure Schedule, no filing with or notification to, and no permit, authorization, consent, waiver or approval of, any government, executive official thereof, governmental or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), is necessary for the consummation by Tri-County and the Shareholders of the transactions contemplated by this Agreement, excluding, however, filings, permits, authorizations, consents, or approvals of any kind required by the Federal Energy Regulatory Commission ("FERC") or the Public Utility Commission or similar utility regulatory body of the States of Florida, Maryland or Delaware. Except as set forth in Section 3.4 of Tri-County Disclosure Schedule, neither the execution and delivery of this Agreement by Tri-County and the Shareholders nor the consummation by Tri-County and the Shareholders of the transactions contemplated hereby nor compliance by Tri-County and the Shareholders with any of the provisions hereof will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate of Incorporation or By-Laws laws of the Parent or Buyer; Tri-County, (ii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration or result in the creation of any mortgage, pledge, charge, security interest, claim or encumbrance of any kind (collectively, a "Lien")) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Tri-County or a Shareholder is party, a party or by which any of them they or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority statute applicable to the Parent Tri-County or Buyer a Shareholder or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) requireresult in a violation of any rule or regulation applicable to Tri-County or a Shareholder or any of their properties or assets, unless, in the case of this subsection (iv) only, such violation would not result in a material adverse effect on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, Tri- County or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, state securities or blue sky Laws, the HSR Act or any other Antitrust Law, the filing and recordation of the Articles of Merger as required by the FBCA and the filing and recordation of the Certificate of Merger as required by DGCL, no filing with or notice to, and no permit, authorization, consent or approval of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent and MergerCo of this Agreement and or the consummation by each of Parent and MergerCo of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution, delivery or performance of this Agreement by each of Parent and MergerCo nor the consummation by each of Parent and MergerCo of the Merger or any of the other transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective articles or bylaws (or similar organizational documents) of Incorporation or By-Laws each of the Parent or Buyer; MergerCo, (ii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent Encumbrance or result in the giving reduction or loss of any notice benefit) under, any of the terms, conditions or provisions of any loan note, bond, indenture, mortgage, security credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the each of Parent and/or Buyer or MergerCo, or any of their respective subsidiaries, is party, a party or by which any of them or any of their respective properties or assets may be boundbound or any Parent Permit (as hereinafter defined), or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Law applicable to the each of Parent or Buyer MergerCo, or by which any of their respective subsidiaries, or any of their respective properties or assets may be boundassets, in each case with respect to (ii) and (iii) above, except for such violations or conflicts as which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The Except for (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL; (ii) the filing, if required, by the parties of a pre-merger notification and report form under the HSR Act and the expiration or termination of the waiting period thereunder; (iii) obtaining the Home Account Stockholder Approval and (iv) otherwise as set forth in Section 4.4 of the Home Account Disclosure Schedule attached hereto, no filing or registration with, or notice to, and no Permit, authorization, consent or approval of, any public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary or required in connection with the execution and delivery of this Agreement by Home Account or for the consummation by Home Account or Home Network of the transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution or delivery of this Agreement by Home Account nor the performance of this Agreement nor the consummation of the transactions contemplated hereby by Home Account or Home Network will not: (ix) violate or conflict with or result in any provisions breach of any provision of the Certificate Certificates of Incorporation or By-Laws Bylaws of the Parent Home Account or Buyer; Home Network, (iiy) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreement, leaseindenture, license, franchise, permit, agreement Home Account Contract or other instrument or obligation to which the Parent and/or Buyer Home Account or Home Network is party, a party or by which any of them they or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiz) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Home Account or Buyer Home Network or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectassets.

Consents and Approvals; No Violations. The Except as set forth in Schedule 2.22, assuming (i) all necessary filings and other requirements under the HSR Act in connection with the transactions contemplated by this Agreement (the "HSR Filings") are made or satisfied, (ii) all requests of or conditions imposed by any Governmental Entity in connection with the transactions contemplated by this Agreement have been satisfied, (iii) the applicable waiting period under the HSR Act (the "HSR Waiting Period") has expired or been terminated (the "HSR Termination") and (iv) all filings, notices, consents or approvals required in connection with the Conversion have been made or obtained, the execution and delivery of this Agreement and the other instruments and agreements to be executed and delivered by Parent and the Seller and the consummation of the transactions contemplated hereby and thereby by Parent, the Seller and the Companies will not: not (ia) violate or conflict with any provisions provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws of any Company as in effect immediately prior to the Parent Conversion, (b) violate any statute, ordinance, rule, regulation, order or Buyer; decree of any court or any Governmental Entity or regulatory body, agency or authority applicable to any Company, other than any such violations to the extent resulting from the Conversion, (iic) breachrequire any filing by Parent, violate the Seller or any Company with, permit, consent or approval of, or the giving of any notice by Parent, the Seller or any Company to, any Governmental Entity or regulatory body, agency or authority or (d) result in a violation or breach of, conflict with, constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification payment or acceleration acceleration) under, or require any consent or result in the giving creation of any notice underEncumbrance upon any of the properties or assets of the Companies under any of the terms, conditions or provisions of any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation Contract to which the Parent and/or Buyer any Company is a party, or by which any of them Company or any of their respective properties or assets may be bound, excluding from the foregoing clauses (b), (c) and (d) above, any violations, breaches, conflicts, defaults and Encumbrances which, and filings, consents, permits, approvals and notices the absence of which would not, individually or result in the creation of aggregate, (x) have a Material Adverse Effect on any lien, claim Company or encumbrance of any kind whatsoever upon (y) prevent the properties or assets effectiveness of the Parent or Buyer pursuant to Conversion, the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part purchase and sale of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, Interests or the giving consummation of any notice to, any governmental or regulatory body, agency or authority the other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated by this Agreement and the other Related Documents.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the HSR Act are made and any applicable waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act relating to the Proxy Statement and the Schedule 13E-3 are met, and (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate of Incorporation or By-Laws or comparable governing documents, in each case, as amended of the either Parent or BuyerSub; (ii2) breachviolate any statute, violate ordinance, rule, regulation, order or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument authority applicable to Parent or obligation to which the Parent and/or Buyer is party, Sub or by which any of them or any either of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii3) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, to any governmental or regulatory body, agency or authority other than authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Parent, Sub or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, consentfranchise agreement or other instrument or obligation to which Parent or Sub or any of their subsidiaries is a party, authorizationor by which they or their respective properties or assets may be bound except, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.in the cases of clauses

Consents and Approvals; No Violations. The Assuming any filings ------------------------------------- required under the HSR Act applicable to the sale of Assets to Buyer are made and any applicable waiting period thereunder has been terminated or has expired, the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not: (ia) violate or conflict with any provisions provision of the Certificate certificate of Incorporation formation or By-Laws operating agreement of the Parent or Buyer; (iib) breachviolate any statute, violate ordinance, rule, regulation, order or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument or obligation authority applicable to which the Parent and/or Buyer is party, or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiic) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the property or assets of Buyer under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, franchise agreement or other instrument or obligation to which Buyer is a party, or by which it or its assets are bound except, in the case of clauses (b), (c) and (d), above, for any such filing, permit, consent, authorization, approval or notice which if not obtained notice, the failure to obtain or made make which, and except for any breach, violation or Encumbrance which, would not have a Parent Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the TBCA, the NJBCA, state securities or blue sky laws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the Purchaser nor the consummation by Parent and the Purchaser of the transactions contemplated hereby nor compliance by Parent and the Purchaser with any of the provisions hereof will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of Parent and the Parent or Buyer; Purchaser, 34 36 (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries, taken as a whole), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its Subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its Subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or excluding from the foregoing clauses (iii) and (iv) requireviolations, on breaches or defaults which would not, individually or in the part of the Parent and/or Buyeraggregate, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a material adverse effect on Parent Material Adverse Effectand its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The execution Except as set forth on Schedule 4.5, the execution, delivery and delivery performance of this Agreement by Seller and the Shareholders and the consummation by Seller and the Shareholders of the transactions contemplated hereby will not: (i) violate , with or conflict with any provisions without the giving of the Certificate of Incorporation notice or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of defaultboth: (a) underviolate, give rise to any right of termination, cancellation, modification or acceleration underconflict with, or require result in a breach or default under any consent provision of the organizational documents of Lane PC or Lisadent; (b) to the best knowledge of the Seller and Shareholders after due inquiry, violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to Seller or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, Shareholders or by which any of them or any of their respective Seller's properties or assets may be bound, or result in ; (c) to the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets best of the Parent or Buyer pursuant to the terms of any such instrument or obligationSellers' and Shareholders' knowledge after due inquiry, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing by Seller or registration the Shareholders with, or require Seller or the Shareholders to obtain any permit, license, exemption, consent, authorization consent or approval of, or require Seller or the giving of Shareholders to give any notice to, any governmental or regulatory body, agency or authority other than as set forth in Schedule 4.5 attached hereto; or (d) to the best of the Sellers' and Shareholders' knowledge after due inquiry, result in a violation or breach by Seller or the Shareholders of, conflict with, constitute (with or without due notice or lapse of time or both) a default by Seller or the Shareholders (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under or result in the creation of any Encumbrance upon any of the properties or assets of Seller or the Shareholders under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease franchise agreement or other instrument or obligation to which Seller or the Shareholders is a party, consentor by which Seller or any of its properties or assets may be bound; provided, authorizationhowever, approval that no representation or notice which if not obtained warranty is made or made would not have a Parent Material Adverse Effectgiven regarding regulatory compliance with the rules and regulations of the State of New York governing the practice of dentistry from and after the Closing Date.

Consents and Approvals; No Violations. The execution Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or blue sky laws and DGCL, matters specifically described in this Agreement and matters described in the Disclosure Schedule, neither the execution, delivery or performance of this Agreement and by the Company nor the consummation by the Company of the transactions contemplated hereby will not: (i) violate or conflict with any provisions provision of the Restated Certificate of Incorporation or Amended and Restated By-Laws of the Parent Company or Buyer; equivalent organizational documents of any of its subsidiaries, (ii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Company or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant bound and which has been filed as an exhibit to the terms of any such instrument or obligationSEC Documents (the "Material Agreements"), other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any order, writ, judgment, injunction, decree, law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Company, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, require on the part of the Parent and/or Buyer, Company any filing or registration with, notification to, or permitauthorization, license, exemption, consent, authorization consent or approval of, or the giving of any notice tocourt, any governmental legislative, executive or regulatory bodyauthority or agency (a "Governmental Entity"); except in the case of clauses (ii), agency (iii) or authority other than any filing(iv) for such violations, registrationbreaches or defaults which, permitor filings, licenseregistrations, exemptionnotifications, consentauthorizations, authorizationconsents or approvals the failure of which to obtain, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries, taken as a whole, and would not materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Subject to (a) the filing of Certificates of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware and (b) compliance with applicable federal and state securities laws, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or BuyerAcquisition Corp.; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is partyor Acquisition Corp. are parties, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer Acquisition Corp. pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Go2Net Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federalFederal, state, local or foreign court or governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent or Buyer Acquisition Corp. or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Go2Net Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyeror Acquisition Corp., any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Go2Net Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, none of the execution, delivery or performance of this Agreement or any of the Related Documents to which Purchaser or Sub is, or is specified to be, a party by Purchaser and Sub, the consummation by Purchaser and Sub of the transactions contemplated hereby Transactions or compliance by Purchaser and Sub with any of the provisions hereof or thereof will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate of Incorporation or By-Laws Bylaws of the Parent Purchaser or Buyer; Sub or any of their respective Subsidiaries, (iib) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration or creation of a lien) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Purchaser, Sub or any of their respective Subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiid) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Purchaser or Buyer Sub or by which any of their respective Subsidiaries or any of their respective properties or assets may be boundassets, except for excluding from the foregoing clauses (b), (c) and (d) such violations violations, breaches or conflicts which defaults which, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Parent Material Adverse Effect; material adverse effect on Purchaser's or (iv) require, on Sub's ability to consummate the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectTransactions.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Proxy Statement), the HSR Act, the MBCL, the Massachusetts General Laws, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign laws, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective certificate of Incorporation incorporation, articles of organization or By-Laws of the Parent or Buyer; and Sub, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The Except for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the State of New Hampshire, (c) filings of such pre-acquisition notifications as may be required in certain states, and (d) matters specifically described in the written schedule delivered by Purchaser to Seller at or prior to the execution and delivery of this Agreement and attached hereto (the "Purchaser's Consent Schedule"), neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will notrequire on the part of Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity. Except as described in the Purchaser's Consent Schedule, neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will: (i) violate or conflict with any provisions provision of the Certificate articles of Incorporation incorporation or Byby-Laws laws of the Parent Purchaser; or Buyer; (ii) breachexcept for such violations, violate breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement, (a) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation that is material to Purchaser and to which the Parent and/or Buyer Purchaser is party, a party or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiib) violate or conflict with any order, writ, judgment, injunction, decree, law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Purchaser or Buyer or by which any of their respective its properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectassets.

Consents and Approvals; No Violations. (i) The execution and delivery by Acquiror or Merger Subsidiary of this Agreement and all documents and agreements contemplated by this Agreement does not, and the consummation performance of the transactions contemplated hereby Acquiror or Merger Subsidiary’s obligations hereunder and thereunder will not: , (iA) violate or conflict with any provisions or violate the limited partnership agreement of Acquiror or the Certificate articles of Incorporation incorporation or By-Laws bylaws of the Parent or Buyer; Merger Subsidiary, (B) assuming that all consents, approvals, authorizations and other actions described in subsection (ii) breachbelow have been obtained and all filings and obligations described in subsection (ii) below have been made, conflict with or violate any Law applicable to Acquiror or Merger Subsidiary or by which any of their properties or assets are bound or affected, or (C) require any consent or result in any violation or breach of, or constitute an event of a default (or an event which which, with the notice or lapse of time or the giving of notice or both both, would constitute an event of become a default) under, or give rise to others any right rights of termination, cancellationamendment, modification acceleration or acceleration undercancellation of, or require result in the creation of a Lien or other encumbrance on any consent properties or the giving assets of any notice underAcquiror or Merger Subsidiary pursuant to, any note, bond, mortgage, indenture, mortgagecontract, security agreement, lease, license, franchise, permit, agreement franchise or other instrument or obligation to which the Parent and/or Buyer either Acquiror or Merger Subsidiary is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent Acquiror or Buyer pursuant to the terms of any such instrument Merger Subsidiary are bound or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectaffected.

Consents and Approvals; No Violations. The execution and Neither the execution, delivery or performance of this Agreement by Cityfront and Cityfront Sub nor the consummation of Cityfront and Cityfront Sub of the transactions contemplated hereby will: conflict with or result in any breach of any provision of the respective certificate of incorporation or declaration of trust or bylaws of Cityfront and Cityfront Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any governmental entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyerhereby); (iiiii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, conditions or provisions of any loan or credit agreement, notice, bond, mortgage, indenture, mortgagepermit, security agreementconcession, franchise, license, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Cityfront or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Cityfront, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. The execution Except as set forth on Schedule 3.3 and (ii) any consents, approvals, waivers of or amendments that may be required under the Credit Agreement and/or the Bank Security Agreement in connection with, or to consummate, the transactions contemplated by this Agreement and the other Transaction Documents necessary to release any security interest in any of the Purchased Assets held by the lenders under the Credit Agreement (the "Bank Consent"), the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby will not: (i) violate , with or conflict with any provisions without the giving of the Certificate of Incorporation due notice or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of defaultboth: (a) underviolate, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be boundconflict with, or result in a breach or default under any provision of the creation respective certificate of incorporation or by-laws (or other appropriate organizational document(s)) of any lienSeller; (b) violate in any material respect any statute or ordinance or any order, claim judgment or encumbrance decree of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or any governmental or regulatory body, agency, association, organization agency or authority applicable to any Seller or the Parent or Buyer Purchased Assets or by which any of their respective properties or assets the Purchased Assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (ivc) require, on the part subject to any obligations of the Parent and/or BuyerCompany pursuant to Section 14 of the Exchange Act, require any filing by any Seller or registration withrequire any Seller to obtain any Permit, or permit, license, exemption, consent, authorization consent or approval of, or the giving of require any Seller to give any notice to, any governmental or regulatory body, agency or authority or any other than person or entity, including, without limitation, under any filingAssigned Contract or Permit; (d) result in a material violation or material breach by any Seller of, registrationconstitute (with or without due notice or lapse of time or both) a material default by any Seller (or give rise to any right of termination, permitcancellation, payment or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, exemptionfranchise, consentPermit, authorizationagreement, approval lease, or notice franchise agreement to which if not obtained any Seller is a party, or made would not have by which any Seller or the Purchased Assets are bound, or (e) give rise to a Parent Material Adverse Effectdeclaration or imposition of any Encumbrance on any Purchased Asset.

Consents and Approvals; No Violations. The Neither the execution and ------------------------------------- delivery by Patriot of this Agreement, the WHG/Patriot Subscription Agreement and or the Ancillary Agreements to which it is a party nor the consummation by Patriot of the transactions contemplated hereby will notby this Agreement, the WHG/Patriot Subscription Agreement and the Ancillary Agreements in accordance with their terms, will: (i) violate or conflict with or result in a breach of any provisions of the Certificate Patriot's certificate of Incorporation incorporation or By-Laws of the Parent or BuyerPatriot's bylaws; (ii) breachresult in a breach or violation of, violate a default under, the triggering of any payment or other material obligation pursuant to, or accelerate vesting under, any stock option plan of, or option issued by, Patriot or any of its affiliates, or any grant or award under any of the foregoing; (iii) violate, conflict with or result in a breach of any provision of, or constitute an event of a default (or an event which which, with the notice or lapse of time or the giving of notice or both both, would constitute an event of a default) under, give rise to any or result in the termination or in a right of termination, cancellation, modification termination or acceleration undercancellation of, or require any consent or accelerate the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be boundperformance required by, or result in the creation of any lien, claim security interest, charge or encumbrance upon any of the properties of Patriot, or any of the Patriot Subsidiaries under, or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any kind whatsoever upon the properties note, bond, mortgage, indenture, deed of trust or assets any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Patriot or any of the Parent Patriot Subsidiaries is a party, or Buyer pursuant to by which Patriot or any of the terms Patriot Subsidiaries or any of their properties is bound or affected, except for any such instrument of the foregoing matters which, individually or obligationin the aggregate, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent PAHOC/Patriot Material Adverse Effect; (iii) violate Effect and would not prevent or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument delay the consummation of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer transactions contemplated hereby or by which any of their respective properties the WHG/Patriot Subscription Agreement or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effectthe Ancillary Agreements; or (iv) requireother than the Regulatory Filings, on the part of the Parent and/or Buyerrequire any consent, any approval or authorization of, or declaration, filing or registration with, any governmental or permit, license, exemption, regulatory authority except where the failure to obtain any such consent, approval or authorization or approval of, or the giving of any notice todeclaration, filing or registration with, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent PAHOC/Patriot Material Adverse EffectEffect and would not prevent or delay the consummation of the transactions contemplated hereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. The Except for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the State of Kansas, (c) filings of such pre-acquisition notifications as may be required in certain states, and (d) matters specifically described in the written schedule delivered by Purchaser to Seller at or prior to the execution and delivery of this Agreement and attached hereto (the "Purchaser's Consent Schedule"), neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will notrequire on the part of Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity. Except as described in Purchaser's Consent Schedule, neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will: (i) violate or conflict with any provisions provision of the Certificate articles of Incorporation incorporation or Byby-Laws laws of the Parent or BuyerPurchaser; (ii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation that is material to Purchaser and to which the Parent and/or Buyer Purchaser is party, a party or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any order, writ, judgment, injunction, decree, law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Purchaser or Buyer or by which any of their respective its properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effectassets; or (iv) requireexcept in the case of clauses (ii) and (iii) for such violations, on the part of the Parent and/or Buyer, any filing breaches or registration withdefaults which, or permitfilings, licenseregistrations, exemptionnotifications, consentauthorizations, authorization consents or approval of, or approvals the giving failure of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made to obtain which would not have a Parent Material Adverse Effectmaterially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution execution, delivery and delivery performance of this Agreement by Casper and the Casper Shareholders and the consummation by Casper and the Casper Shareholders of the transactions contemplated hereby will not: (i) violate , with or conflict with any provisions without the giving of the Certificate of Incorporation notice or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of defaultboth: (i) underviolate, give rise to any right of termination, cancellation, modification or acceleration underconflict with, or require result in a breach or default under any consent provision of the charter or bylaws of Casper; (ii) to the giving best knowledge of Casper and Casper Shareholders, violate any statute, ordinance, rule, regulation, order, judgment or decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument or obligation authority applicable to which the Parent and/or Buyer is party, Casper or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any best knowledge of their respective properties or assets may be boundCasper and Casper Shareholders, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, require any filing or registration by Casper with, or require Casper to obtain any permit, license, exemption, consent, authorization consent or approval of, or require Casper or the giving of Casper Shareholders to give any notice to, any governmental or regulatory body, agency or authority or any third party other than as set forth on Schedule 4.4 attached hereto; or (iv) other than as set forth on Schedule 4.4 attached hereto, result in a violation or breach by Casper of, conflict with, constitute (with or without due notice or lapse of time or both) a default by Casper (or give rise to any filingright of termination, registrationcancellation, permitpayment or acceleration) under or result in the creation of any Encumbrance upon any of the properties or assets of Casper under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, exemptionfranchise, consentPermit, authorizationContract, approval Lease, franchise agreement or notice other instrument or obligation to which if not obtained Casper is a party, or made by which it or any of its properties or assets may be bound, except in the case of clauses (ii), (iii) and (iv) of this Section 4.4 for such violations, consents, breaches, defaults, terminations and accelerations which in the aggregate would not have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The Neither the execution and delivery of this Agreement and by the APP Holders nor the consummation of the transactions contemplated hereby by the APP Holders will (a) violate any provision of the organizational or governing documents of APP or the APP Holders, (b) require any consent, waiver, approval, exemption, registration, declaration, license, authorization or permit of, or filing with or notification to, any Federal, state, local or foreign government, executive official thereof, governmental or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a “Governmental Entity”), except for such consents, waivers, approvals, exemptions, registrations, declarations, licenses, authorizations, permits, filings or notifications which are listed in Section 3.5 of the Disclosure Schedule (the “APP Consents”), or which, if not obtained or made, will not: , in the aggregate, have an APP Material Adverse Effect, (ic) violate result in a violation or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyer; (ii) breachbreach of, violate or constitute an event of default (with or an event which with the without notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration under, or require any consent or the giving of any notice obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, indentureencumbrance, mortgagelicense, security agreementgovernment registration, contract, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer APP Holders, APP or its Subsidiaries is party, a party or by which any of them the APP Holders, APP or its Subsidiaries or any of their respective properties or assets may be bound, or result except such violations, breaches and defaults which, in the creation of any lienaggregate, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would will not have a Parent an APP Material Adverse Effect; Effect or (iiid) violate or conflict with any laworder, writ, judgment, injunction, decree, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction rule or decree or other instrument regulation of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Governmental Entity applicable to the Parent APP Holders, APP or Buyer its Subsidiaries or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would which, in the aggregate, will not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent an APP Material Adverse Effect.

Consents and Approvals; No Violations. The Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material Permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco of the transactions contemplated hereby, except where the failure to obtain such Permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Newco nor the consummation by Parent or Newco of the transactions contemplated hereby will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws (or similar governing documents) of the either Parent or Buyer; Newco, (iib) breachresult in a material violation or material breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a material default, or both would constitute an event of default) under, give rise to any right of termination, cancellationcancellation or acceleration, modification under any of the terms, conditions or acceleration under, or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the either Parent and/or Buyer or Newco is party, a party or by which Parent or Newco or any of them its respective properties or assets may be bound or (c) violate any order, writ, injunction, decree, Law, statute, rule or regulation applicable to Parent or Newco or any of its Affiliates or any of their respective properties or assets may be boundassets, or result except, in the creation case of any lienclauses (b) and (c) above, claim for violations which would not, individually or encumbrance of any kind whatsoever upon in the properties aggregate, be reasonably expected to prevent or assets materially delay the consummation of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act relating to the Proxy/Information Statement and the Offer are met, (iii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the laws of the VSCA is made and (iv) approval of the Merger by the sole stockholder of Sub if required by the VSCA is received, the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate articles of Incorporation incorporation or Byby-Laws laws of the Parent or BuyerSub, each as amended; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii2) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction order or decree or other instrument of any federal, state, local or foreign court or of any governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent or Buyer Sub or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv3) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, to any governmental or regulatory body, agency or authority other than authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease or other instrument or obligation to which Parent or Sub or any of their subsidiaries is a party, or by which they or their respective properties or assets may be bound except in the case of clauses (2), (3) and (4) above for any such filing, permit, consent, authorization, approval or notice violation, which if is not obtained or made would not reasonably likely to have a material adverse effect on the Condition of the Parent Material Adverse Effectand Sub, taken as a whole, and is not reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Other than in ------------------------------------- connection with or in compliance with the provisions of (i) the HSR Act and other Antitrust Laws, (ii) the Securities Act, (iii) the Exchange Act, (iv) the "blue sky" laws of various states, and (v) applicable alcohol beverage control and licensing laws and drug and pharmacy laws and regulations ("Alcohol and Drug Laws") and except as disclosed in Schedule 3.4 of the Disclosure Letter, the execution and delivery of this Agreement by the Sellers and the consummation by the Sellers of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or other organizational document) of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time Sellers or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them Company or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effectits subsidiaries; (iii2) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction order or decree or other instrument of any federal, state, local or foreign court or of any governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent Sellers or Buyer the Company or any of its subsidiaries or by which any of their respective properties or assets may be bound, except for such violations ; (3) require the Sellers or conflicts which would not have a Parent Material Adverse Effect; the Company or (iv) require, on the part any of the Parent and/or Buyer, its subsidiaries to make or obtain any filing or registration with, with or permit, license, exemption, consent, authorization consent or approval of, or the giving of give any notice to, any governmental or regulatory body, agency or authority other than authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of the Sellers or the Company or any of its subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, consentfranchise agreement, authorizationcollective bargaining agreement or other agreement, approval instrument or notice obligation to which if not obtained the Sellers or made the Company or any of its subsidiaries is a party, or by which it or any of their respective properties or assets is bound, except for such filings, permits, consents or approvals the absence of which would not not, or violations which would not, have a Parent Material Adverse Effectmaterial adverse effect on the Condition of the Company and its subsidiaries, taken as a whole, or which could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the Merger Agreement as required by the CGCL, state blue sky laws and any applicable state takeover laws, and the approval by Parent's shareholders of the formation of Holdco and the issuance of Holdco Common Stock in the Merger, none of the execution, delivery or performance of this Agreement or any other agreement executed in connection herewith by Parent, Holdco, Zenith Acquisition and Millennium Acquisition nor the consummation by any of them of the transactions contemplated hereby or thereby, nor compliance by any of them with any of the provisions hereof or thereof will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective articles or certificates of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; any of its Subsidiaries, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth in Section 4.4 of Parent Disclosure Schedule, result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its Subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, except in the creation case of any lienclauses (ii), claim (iii) and (iv) where the failure to obtain such permits, authorizations, consents or encumbrance of any kind whatsoever upon the properties approvals or assets of the Parent to make such filings, or Buyer pursuant to the terms of any where such instrument violations, breaches or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which defaults would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.. Section 4.5

Consents and Approvals; No Violations. The execution Except for (a) filings under Section 2.3, (b) filings under the HSR Act, and (c) as set forth in Section 4.2 of the Parent Disclosure Schedules, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby will not: not (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Law applicable to Parent or Buyerany of its Affiliates (including Merger Sub); (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent notification to or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement filing or other instrument registration by Parent or obligation to which the Parent and/or Buyer is party, or by which any of them Merger Sub or any of their respective properties or assets may be boundParent’s other Affiliates with, or result in the creation of any lienpermit, claim authorization, waiting period expiration or encumbrance of any kind whatsoever upon the properties termination, or assets of the consent or approval with respect to Parent or Buyer pursuant to the terms Merger Sub or any of Parent’s other Affiliates of, or other action by, any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse EffectGovernmental Authority; (iii) violate or conflict with any lawprovision of the Organizational Documents of Parent or Merger Sub; (iv) violate, statuteconflict with, ordinanceresult in a breach of, codeconstitute (with or without due notice or lapse of time or both) a default under, ruleresult in, regulationor provide the basis for, judgmentthe termination or cancellation of, orderor accelerate the performance required by or excuse performance by any Person, writof any obligation, injunction or decree cause the acceleration of the maturity of any Indebtedness or create in any party the right to accelerate, terminate, modify, suspend, revoke, cancel or other instrument change of any federalright or obligation or the loss of any benefit under, stateor require any notice, local payment, consent or foreign court waiver or governmental other action by any Person under, section 233(8) of the Companies Law, any provision of any material contract or regulatory body, agency, association, organization any material Permit affecting the assets or authority applicable to the business of Parent or Buyer Merger Sub; or by which (v) result in the creation or imposition of any of their respective Lien other than Permitted Liens on any properties or assets may be boundof the Company or any of its Subsidiaries, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (i), (ii), (iv) requireand (v), on the part of the Parent and/or Buyerwhere any such violation, any filing conflict, breach or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice default would not be reasonably expected to, any governmental individually or regulatory bodyin the aggregate, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The execution Assuming the truth and accuracy of the Sellers’ representations and warranties contained in Section 3.5 and the Sellers’ representations and warranties contained in Section 4.3, as applicable, no notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance of this Agreement or the Ancillary Documents to which Buyer is or will be a signatory or the consummation by Buyer of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act, (ii) such filings as may be required by any applicable federal or state securities, takeover or “blue sky” Laws, (iii) consents, the failure of which to be made or obtained would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby and (iv) those that may be required as a result of facts of circumstances relating to Sellers, the Company or their respective Affiliates. Neither the execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is or will not: be a signatory nor the consummation by Buyer of the transactions contemplated hereby will (ia) violate or conflict with or result in any provisions breach of the Certificate any provision of Incorporation Buyer’s Governing Documents, (b) result in a violation or By-Laws of the Parent breach of, or Buyer; (ii) breachcause acceleration, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationcancellation or acceleration), modification or acceleration result in the loss of any right or benefit under, or require any the consent or the giving of any notice underPerson and/or payment of additional fees to allow Buyer to continue to enjoy its rights and benefits under any of the terms, conditions or provisions of any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation Contract to which the Parent and/or Buyer is party, a party or by which any of them Buyer or any of their respective Buyer’s properties or assets may be boundbound or any permit it holds, or result in the creation (c) violate any Order or Law of any lien, claim Governmental Entity applicable to Buyer or encumbrance any of any kind whatsoever upon the Buyer’s properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectassets.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the HSR Act, none of the execution, delivery or performance of this Agreement and by Parent or the Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby Transactions or compliance by Parent or the Purchaser with any of the provisions hereof will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate of Formation of Parent or the Certificate of Incorporation or By-Laws of the Parent or Buyer; Purchaser, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Parent and/or Buyer Purchaser is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its Subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; in the case of clause (ii), (iii) or (iv) requiresuch violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the part ability of Parent and Purchaser to consummate the Transactions. Section 4.4 Information in Proxy Statement. None of the information supplied by Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving Purchaser in writing specifically for inclusion or incorporation by reference in the Proxy Statement (or any amendment thereof or supplement thereto) will, at the date mailed to stockholders and at the time of the meeting of stockholders to be held in connection with the Merger, contain any notice tountrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, any governmental or regulatory bodyin light of the circumstances under which they are made, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.misleading. Section 4.5

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the OTCQB market, filings under state securities or "blue sky" laws, and filings required under the corporation laws of the states of Texas and Nevada, the execution, delivery or performance of this Agreement by Novamex and Merger Sub, the consummation by Novamex and Merger Sub of the transactions contemplated hereby will not: and compliance by Novamex and Merger Sub with any of the provisions hereof shall not (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate organizational documents of Incorporation Novamex or By-Laws Merger Sub, (b) require any filing by Novamex or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by Novamex or any of its Subsidiaries of, any Governmental Entity (except where the Parent failure to obtain such permits, authorizations, consents or Buyer; approvals or to make such filings would not have a Novamex Material Adverse Effect), (iic) breachresult in a violation or breach of, violate or constitute an event (with or without due notice or lapse of time, or both) a default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement conditions or other instrument or obligation provisions of any Contract to which the Parent and/or Buyer Novamex or any of its Subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be boundbound or affected or (d) violate any order, writ, injunction, decree, statute, ordinance, rule or result regulation applicable to Novamex or any of its Subsidiaries, except, in the creation case of any lienclause (c) or (d), claim for violations, breaches, defaults, terminations, cancellations or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration accelerations which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Novamex Material Adverse Effect.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the NGCL, are made and (iii) approval of the Merger and this Agreement by the stockholders of Orix is received, the execution and delivery of this Agreement by Orix and the consummation by Orix of the transactions contemplated hereby will not: (iA) violate or conflict with any provisions provision of the Orix's Certificate of Incorporation Incorporation, or Orix's By-Laws of the Parent or BuyerLaws; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiB) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction order or decree or other instrument of any federal, state, local or foreign court or of any governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent Orix or Buyer any of its Subsidiaries or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would could not reasonably be expected to have a Parent Material Adverse Effect; or Effect on Orix, (ivC) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than authority, except such filings, permits, consents or approvals which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect on Orix; or (D) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Orix or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptioncontract, consentlease, authorizationfranchise agreement or other instrument or obligation to which Orix or any of its Subsidiaries is a party, approval or notice by which if any such Person or any of its properties or assets are bound except such violations, breaches or conflicts which could not obtained or made would not reasonably be expected to have a Parent Material Adverse EffectEffect on Orix.

Consents and Approvals; No Violations. The (a) Other than as set ------------------------------------- forth on Schedule 3.3(a), the execution and delivery of this Agreement by Seller --------------- do not, the execution and delivery by Seller of the other instruments and agreements to be executed and delivered by Seller as contemplated hereby will not, and the consummation by Seller of the transactions contemplated hereby and thereby will not: , result in a violation or breach of, conflict with, constitute (i) violate with or conflict with any provisions of the Certificate of Incorporation without due notice or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification payment or acceleration acceleration) under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance Lien on any of any kind whatsoever upon the properties or assets of Seller or the Parent Company under: (i) any provision of the articles of incorporation or Buyer pursuant to by-laws of Seller or the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse EffectCompany; (iiiii) violate subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority Order applicable to Seller or the Parent or Buyer Company or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, license, franchise, permit, agreement, understanding, arrangement, contract, commitment, lease, franchise agreement or other instrument or obligation (whether oral or written) (each, including all amendments thereto, a "Contract") to which Seller or the Company is a party, or -------- by which they or any of their respective properties or assets is bound except in the case of clauses (ii) and (iii) above, for such violations violations, filings, permits, consents, approvals, notices, breaches or conflicts which would could not reasonably be expected to have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, Effect with respect to Seller or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectCompany.

Consents and Approvals; No Violations. The Except for filings, consents and approvals as may be required under, and other applicable requirements of the HSR Act, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the execution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Newco nor the consummation by Parent or Newco of the transactions contemplated hereby will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws (or similar governing documents) of the either Parent or Buyer; Newco, (iib) breachresult in a material violation or material breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a material default, or both would constitute an event of default) under, give rise to any right of termination, cancellationcancellation or acceleration, modification under any of the terms, conditions or acceleration under, or require any consent or the giving provisions of any notice under, any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the either Parent and/or Buyer or Newco is party, a party or by which Parent or Newco or any of them its respective properties or assets may be bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent or Newco or any of its Affiliates or any of their respective properties or assets may be boundassets, or result except, in the creation case of any lienclauses (b) and (c) above, claim for violations which would not, individually or encumbrance of any kind whatsoever upon in the properties aggregate, be reasonably expected to prevent or assets materially delay the consummation of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. The Except as set forth in Schedule 3.4, (a) the execution and delivery of this Agreement by the Principal Sellers and the Company and the consummation by the Sellers and the Company of the transactions contemplated hereby Transactions will not: (i1) violate or conflict with any provisions provision of the Certificate Amended and Restated of Incorporation Incorporation, as amended, or By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them Company or any of their respective properties or assets may be bound, or result in its Subsidiaries; (2) to the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets best knowledge of the Parent or Buyer pursuant to Company and the terms of Principal Sellers, violate any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction order or decree or other instrument of any federal, state, local or foreign court or of any governmental or regulatory body, agency, association, organization agency or authority applicable to any Seller or the Parent Company or Buyer any of its Subsidiaries or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv3) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than authority, except with respect to the filing of a Form D pursuant to Rule 503 of Regulation D under the Securities Act and any filingcorresponding state "blue sky filings"; or (4) result in a violation or breach of, registrationconflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, consentfranchise agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, authorizationor by which it or any of their respective properties or assets may be bound, approval or notice which if not obtained or made excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a Parent Material Adverse Effectmaterial adverse effect on the Condition of the Company and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) filings required to be made with the Commission in connection or in compliance with the Exchange Act and the rules and regulations of the Commission are made, (iii) the filing of the Articles of Merger as required by the WBCL, the filing of the Certificate of Merger as required by the DGCL and the filing of other appropriate merger documents, if any, is made and (iv) the valid authorization, execution and delivery of this Agreement by the Company, the execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate of Incorporation or By-Laws of the Parent or BuyerPurchaser; (ii2) breachviolate any statute, violate ordinance, rule, regulation, order or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving decree of any notice undercourt or of any governmental or regulatory body, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement agency or other instrument authority applicable to Parent or obligation to which the Parent and/or Buyer is party, Purchaser or by which any of them or any either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, claim security interest, charge or encumbrance upon any of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to Purchaser under, any of the terms terms, conditions or provisions of any such instrument or obligationnote, other than any breachbond, violationmortgage, defaultindenture, terminationlicense, cancellationfranchise, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any lawpermit, statuteagreement, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree lease or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable obligation to the which Parent or Buyer Purchaser is a party, or by which any of they or their respective properties or assets may be bound, except for in the case of clauses (3) and (4) above, such violations filing, permit, consent, approval or conflicts violation which would not have a Parent Material Adverse Effect; reasonably be expected to prevent or (iv) require, on materially delay the part consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by Parent and Sub, nor the consummation by Parent and Sub of the transactions contemplated hereby or thereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; and Sub, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancelation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which could not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent Offer and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, and as set forth on Schedule 5.03 the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign laws, neither the execution, delivery or performance of this the Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; and Sub, (ii) breachrequire any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its subsidiaries or any of their properties or assets, or (iv) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be boundbound or, or result except in the creation case of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; clauses (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent Offer and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The execution Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act or as set forth in Section 3.4 of the Disclosure Schedule, none of the execution, delivery or performance of this Agreement by each of Parent and Seller, the consummation of the transactions contemplated hereby Transactions or compliance by each of Parent and Seller with any of the provisions hereof will not: (a) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of the Company, Parent or Seller, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (including with respect to the Company), (c) (i) violate result in a violation or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyer; breach of, (ii) breach, violate constitute (with or constitute an event of default (without due notice or an event which with the lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation or acceleration) under, (iii) require Seller or the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or acceleration with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or require (vi) result in the creation or imposition of any consent Encumbrance upon Seller or the giving Company or any of any notice their respective properties and assets under, any of the terms, conditions or provisions of any note, bond, indenture, mortgage, security agreementindenture, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Parent, Seller or any of their respective Subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiid) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, Seller, any of their respective Subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for excluding from the foregoing clauses (b), (c) and (d) such violations violations, breaches or conflicts defaults which (A) would not not, individually or in the aggregate, have a Parent Material Adverse Effect; material adverse effect on Parent's or Seller's ability to consummate the Transactions or (ivB) require, on the part would become applicable as a result of the Parent and/or Buyer, business or activities in which Purchaser is or proposes to be engaged or as a result of any filing acts or registration with, or permit, license, exemption, consent, authorization or approval ofomissions by, or the giving status of any notice facts pertaining to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectPurchaser.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "Schedule 13E-3"), the HSR Act and Sections 607.1103-607.1105 of the Corporation Law, neither the execution, delivery or performance of this Agreement and by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective articles of Incorporation incorporation or By-Laws bylaws of the Parent or Buyer; Purchaser, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Purchaser or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Purchaser, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which could not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. The execution and Neither the execution, delivery or performance of this Agreement by Newsweb and Newsweb Sub nor the consummation of Newsweb and Newsweb Sub of the transactions contemplated hereby will: conflict with or result in any breach of any provision of the respective certificate of incorporation or declaration of trust or bylaws of Newsweb and Newsweb Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any governmental entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provisions of the Certificate of Incorporation or By-Laws of the Parent or Buyerhereby); (iiiii) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, conditions or provisions of any loan or credit agreement, notice, bond, mortgage, indenture, mortgagepermit, security agreementconcession, franchise, license, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer Newsweb or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Newsweb, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), are made and the waiting period thereunder has been terminated or has expired, (ii) the filings required to be made with the Securities and Exchange Commission (the "Commission") in connection or in compliance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission are made, (iii) such filings are made and approvals received as may be required pursuant to any applicable state securities, "blue sky" or anti-takeover laws, (iv) the filing of the Articles of Merger as required by the WBCL, the filing of the Certificate of Merger as required by the DGCL and the filing of other appropriate merger documents is made, (v) the valid authorization, execution and delivery of this Agreement by Parent and Purchaser and (vi) requisite approval of the Merger by the holders of Common Stock is received, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not: (i1) violate or conflict with any provisions provision of the Certificate Articles of Incorporation or the By-Laws of the Parent or Buyer; (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which the Parent and/or Buyer is party, or by which any of them Company or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effectits subsidiaries; (iii2) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction order or decree or other instrument of any federal, state, local or foreign court or of any governmental or regulatory body, agency, association, organization agency or authority applicable to the Parent Company or Buyer any of its subsidiaries or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv3) require, on the part of the Parent and/or Buyer, require any filing or registration with, or permit, license, exemption, consent, authorization consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any filingright of termination, registrationcancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, licenseagreement, exemptionlease, consentfranchise agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party, authorizationor by which it or any of their respective properties or assets may be bound except for in the case of clauses (3) and (4) above for such filing, permit, consent or approval or notice which if not obtained or made listed on Schedule 2.05 to be delivered to Parent within ten days after the date of this Agreement, the absence of which, and violations, breaches, defaults, conflicts and Encumbrances of which, in the aggregate, would not have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the DGCL, the HSR Act, state blue sky laws and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by ServiceMaster and MergerSub nor the consummation by ServiceMaster and MergerSub of the transactions contemplated hereby nor compliance by ServiceMaster and MergerSub with any of the provisions hereof will not: (i) violate or conflict with or result in any provisions breach of any provision of the Partnership Agreement of ServiceMaster or the Certificate of Incorporation or Byby-Laws laws of the Parent MergerSub or Buyer; any other subsidiary, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on ServiceMaster and its subsidiaries taken as a whole or would not, or would not be reasonably likely to, materially impair the ability of ServiceMaster and MergerSub to consummate the Offer or the Merger or the other transactions contemplated hereby), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancellation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgageguarantee, security agreementother evidence of indebtedness, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer ServiceMaster or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be boundbound or (iv) violate any order, writ, injunction, decree, statute, rule or result regulation applicable to ServiceMaster, any of its subsidiaries or any of their properties or assets, except in the creation case of any lienclauses (iii) and (iv) for violations, claim breaches or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration defaults which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have material adverse effect on ServiceMaster and its subsidiaries taken as a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectwhole.

Consents and Approvals; No Violations. The execution Except for (i) the filing of reports by Seller under the Exchange Act and in accordance with NASDAQ National Market and Toronto Stock Exchange rules and requirements and (ii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and applicable non-U.S. laws with respect to foreign investment and competition, and other applicable requirements of state or provincial securities or blue sky laws, none of the execution, delivery or performance of this Agreement and by Seller or the consummation by Seller of the transactions contemplated hereby Closing or the Mercury Contribution will not: (ia) violate or conflict with or result in any provisions breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of Seller or any of the Parent Companies, (b) require any filing with, or Buyer; permit, authorization, consent or approval of, any Governmental Entity, (iic) breachresult in a violation or breach of, violate or constitute an event of default (with or an event which with the without notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification cancellation or acceleration under, or require any consent or the giving of any notice acceleration) under, any noteof the terms, bondconditions or provisions of any contract, indentureagreement, mortgageinsurance policy, security agreementloan, lease, license, franchise, permit, agreement guarantee or other instrument or obligation to commitment by which the Parent and/or Buyer is party, or by which any of them Companies or any of their respective assets or properties are bound, (d) violate any statute, law, constitutional provision, code, regulation, ordinance, rule, ruling, judgment, decision, order, writ, injunction, decree, permit, concession, grant, franchise, license, agreement, directive, binding guideline or policy, or rule of common law, requirement of or other governmental restriction of or determination by any Government Entity or any interpretation of any of the foregoing by any Governmental Entity (“Law”) applicable to Seller, any of the Companies or any of their properties or assets may be boundassets, or (e) result in the creation or imposition of any lien, claim or encumbrance of Encumbrance (other than a Permitted Encumbrance) on any kind whatsoever upon the properties or assets of the Parent Companies, excluding from the foregoing clauses (b), (c) and (d) such violations, breaches and defaults which would become applicable as a result of the business or Buyer pursuant activities in which Purchaser is or proposes to be engaged (to the terms extent different from the businesses engaged in by the Companies) or as a result of any such instrument acts or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Parent or Buyer or by which any of their respective properties or assets may be bound, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval ofomissions by, or the giving status of any notice facts pertaining specifically to, Purchaser or any governmental or regulatory body, agency or authority of its Affiliates (other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effectthe Companies).

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, 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 will not: (i) violate or conflict with or result in any provisions breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of the Parent or Buyer; and Sub, (ii) breachrequire any filing with, violate or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of, or constitute an event of default (with or an event which with the without due notice or lapse of time or the giving of notice both) a default (or both would constitute an event of default) under, give rise to any right of termination, cancellationamendment, modification cancelation or acceleration acceleration) under, any of the terms, conditions or require any consent or the giving provisions of any notice under, any note, bond, mortgage, indenture, mortgage, security agreementlicense, lease, license, franchise, permitcontract, agreement or other instrument or obligation to which the Parent and/or Buyer or any of its subsidiaries is party, a party or by which any of them or any of their respective properties or assets may be bound, bound or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; (iiiiv) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction injunction, decree, statute, rule or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority regulation applicable to the Parent Parent, any of its subsidiaries or Buyer or by which any of their respective properties or assets may be boundassets, except for such violations or conflicts which would not have a Parent Material Adverse Effect; or in the case of clauses (iii) and (iv) requirefor violations, on breaches or defaults which would not, individually or in the part aggregate, be reasonably expected to prevent or materially delay the consummation of the Parent Offer and/or Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse EffectMerger.