Common use of No Breach Clause in Contracts

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and Secretary of State of the DSOS State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the articles certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does could not constitute reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does would not constitute reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and Secretary of State of the DSOS State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, create or alter any material right or obligation under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will reasonably be required expected to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act The Company is not in violation or the Securities Actdefault of any provision of its Certificate of Incorporation or other Organizational Documents, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, each as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 effect as of the Company Disclosure Closing. Except as set forth on the Restrictions Schedule, the execution, delivery delivery, and performance of and compliance with this Agreement and the Transaction Agreements and the offering, issuance and sale of the Preferred Stock and the conversion of the Preferred Stock into shares of Common Stock and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and the consummation by the Company of the transactions contemplated hereby will shall not (ia) conflict with or violate any provision of the articles Certificate of incorporation Incorporation (including the Certificate of Designation) or bylaws of the Companyother Organizational Documents, (iib) violateconflict with or violate any applicable Law (which conflict or violation would be material to the Company and its Subsidiaries taken as a whole) or any applicable judgment, order or decree of any Governmental Authority, (c) conflict with or result in the any breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which with notice or lapse of time or both constitutewould become a default) a default under, or give rise to any right to termination, acceleration or cancellation under any Material Contract, (iii) violate any Law applicable to the Company Contract or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien material mortgage, pledge, Lien, encumbrance, or other encumbrance on charge upon any of the Capital Stock, properties or assets of the Company, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to the Company, its business or operations, or any of its assets or properties or (d) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any Governmental Entity pursuant to, the Certificate of Incorporation or the other Organizational Documents of the Company or a Company any Subsidiary, excluding from or any Law to which the foregoing clauses (ii)Company or any Subsidiary is subject, (iii)or any material agreement, (iv)instrument, (v)order, and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals judgment or decree to which the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Mergeror any Subsidiary is subject. Except as set forth in Section 3.19 on the Restrictions Schedule, none of the Company Disclosure ScheduleSubsidiaries are subject to any restrictions upon making loans or advances or paying dividends or distributions to, neither transferring property to, or repaying any Indebtedness owed to, the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effectanother Subsidiary.

No Breach. Except for (a) filings with The Shareholder has full power and authority, corporate and otherwise, to sell, assign, transfer, convey and deliver the SEC Stock to the Purchaser and to otherwise perform its obligations under the Exchange Act or the Securities Act, (b) filings with the Department this Agreement and the DSOS contemplated herein, (c) the filing of a Notification Ancillary Documents. The execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Ancillary Documents to be executed and delivered by the Company Shareholder pursuant to this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby will not not: (i) violate any provision of the articles Articles of incorporation Incorporation or bylaws Bylaws of the CompanyShareholder, (ii) violateexcept as set forth in SCHEDULE 3.4, conflict with or result as contemplated by clause (iii) immediately following, violate any Applicable Laws or Injunction applicable to the Shareholder, the Company or the Subsidiaries, (iii) other than the filings required by HSR, the NCUC, and the VDH, and except as provided in SCHEDULE 3.4 hereto, require any filing with, Permits from, authorization, consent or approval of, or the breach giving of any of the terms or conditions ofnotice to, any Person, (iv) except as provided in SCHEDULE 3.4 hereto, result in modification a violation or breach of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, Permit (including, but not limited to, any Material ContractPermits, (iii) violate approvals or authorizations of any Law applicable Governmental Body), lease or other Contract to which the Company or and/or the Company Subsidiaries Shareholder is a party, or by which they or any of the Company’s their properties or the Company Subsidiaries’ assets or properties is may be bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (viv) result in the creation or imposition of any lien Encumbrance on any of the properties or other encumbrance on the assets or properties of the Company or a Company Subsidiarythe Subsidiaries, excluding from such that in the foregoing case of any violation or the absence of Permit, consent or approval described in clauses (ii), (iii), ) and (iv)) above, (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence occurrence or omission of which, in the aggregate, does not constitute a Company Material Adverse Effect and which would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required reasonably likely to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute have a Company Material Adverse Effect.

No Breach. Except as set forth in Section 4.3 of the Company Disclosure Schedule and for (a) filings with the SEC under the Exchange Act or filings, notices, consents and approvals as may be required by Delaware Corporation Law, the Securities Act, (b) filings with the Department Exchange Act and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements 1940 Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement by and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, ; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any Material Contract, (iii) violate any Law applicable contract or other agreement or instrument to which the Company or the Company any of its Subsidiaries is a party or by or to which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), any of its Subsidiaries may be bound or subject; (iii)) violate any order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon the Company or any of its Subsidiaries, or upon the securities, assets or business of the Company or any of its Subsidiaries; (iv)) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Company or any of its Subsidiaries, or to the securities, assets or business of the Company or any of its Subsidiaries; (v), and ) result in the creation or imposition of any lien or other encumbrance or the acceleration of any indebtedness or other obligation of the Company or any of its Subsidiaries; or (vi) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause a violation of, any Permit of the Company or any of its Subsidiaries; except in the case of (ii) through (vi) above, for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, waiversmodifications, permitsimpairments, consents and approvals the absence of whichliens or other encumbrances that would not, individually or in the aggregate, does not constitute have a Company Material Adverse Effect and would not materially increase material adverse effect on the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 funding, management, business, properties, assets, condition (financial or otherwise), liabilities or operations of the Company Disclosure Scheduleand its Subsidiaries, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver fromtaken as a whole, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or adversely affect the consummation of the transactions contemplated hereby other than failures in any material respect, but excluding therefrom any such change, effect, event, occurrence or state of facts resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which do notthe Company or its Subsidiaries operate, except to the extent the changes or conditions referred to in this Clause (A) affect the aggregatefunding of the Company and its Subsidiaries or (B) this Agreement, constitute the transactions contemplated hereby or the announcement thereof (a "Company Material Adverse Effect").

No Breach. Except for (a) filings with Purchaser has full corporate power and authority to purchase the SEC Assets being purchased hereunder and to otherwise perform its obligations under the Exchange Act or the Securities Act, (b) filings with the Department this Agreement and the DSOS contemplated hereindocuments, (c) instruments and agreements to be executed by the filing of a Notification Purchaser pursuant hereto. The execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement Agreement, including the documents, instruments and agreements to be executed by the Company Purchaser pursuant to this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby will not not: (i) violate any provision of the articles Articles of incorporation Incorporation or bylaws Bylaws (or comparable governing documents or instruments) of the Company, Purchaser; (ii) violateviolate any Applicable Laws issued, conflict with enacted, entered or result in the breach of deemed applicable by any court or other Governmental Authority having jurisdiction over Purchaser or any of the terms its properties or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, assets; (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, or the giving of any notice to, any Governmental EntityAuthority or any person or entity, other than the Federal Communications Commission (the "FCC") or (iv) except as provided in Schedule 6.3 hereto, result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, lease, contract, agreement, or (vi) result in other instrument or obligation to which the creation Purchaser is a party, or by which it or any of any lien its respective properties or other encumbrance on the assets or properties of the Company or a Company Subsidiarymay be bound, excluding from the foregoing clauses (ii), (iii), ) and (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, does could not constitute reasonably be expected to have a Company Material Adverse Effect on the Purchaser or its assets, properties, revenues, business, operations, financial conditions or prospects and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is prevent or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or delay the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and of Financial Institutions of the DSOS State of Wisconsin contemplated herein, (c) the filing of a Notification and Report Form under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles Articles of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Company is a party or to which it or any of its assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company, or (vii) cause any of the assets owned by the Company to be reassessed or a Company Subsidiaryrevalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) and (vii) violations, breaches conflicts breaches, modifications and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does would not constitute reasonably be expected to have a Company Material Adverse Effect Effect. The Company is not and would will not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notany agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the aggregate, constitute a Company Material Adverse Effectlast twelve months.

No Breach. Except for (a) filings with Neither the SEC under Company nor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents. Neither the Exchange Act Company nor any of its Subsidiaries are in material violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Securities ActCompany, (b) filings with the Department and the DSOS contemplated hereinany of its Subsidiaries or any of their respective assets or properties. The execution, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Marketdelivery, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the articles Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms or conditions ofCompany’s Subsidiaries, result (iii) other than the Stockholder approval and any national securities exchange listing approval described in modification ofthis Agreement, require any notice, waiver consent or action under, approval which has not been obtained on or otherwise give any other contracting party prior to the right to terminate, accelerate obligations date hereof or notice under or receive payment under result in a violation or breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any Material Contractnote, bond, mortgage, license, or loan or credit agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or (B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles certificate of incorporation or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does could not constitute reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notcould not result in any material modification or termination of, or a payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the aggregate, constitute last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement Agreement, the Basic Documents and all other agreements and instruments to be executed and delivered by the Company pursuant hereto or thereto or in connection herewith or therewith, compliance by the Company with the terms and provisions hereof and thereof, the issuance of the Series A Preferred Stock by the Company and the consummation by the Company application of the transactions contemplated hereby proceeds thereof in compliance herewith do not and will not (ia) violate any provision of any law, statute, rule or regulation, order, writ, judgment, injunction, decree, governmental permit, determination or award having applicability to the articles Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties or assets, (iib) violate, conflict with or result in a violation of any provision of the charter or bylaws of the Company or its Subsidiaries, (c) require any consent (other than consents set forth on Schedule 3.05), approval or notice under or result in a violation or breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (i) any Material Contractnote, (iii) violate any Law applicable bond, mortgage, license, or loan or credit agreement to which the Company or the Company any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or (ii) any other such agreement, instrument or obligation, or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Company’s properties now owned or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of hereafter acquired by the Company or a Company Subsidiaryany of its Subsidiaries; with the exception of the conflicts stated in clause (b) of this Section 3.05, excluding from except where such conflict, violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing clauses (ii)provisions of this Section 3.05 would not, (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, does not constitute reasonably be likely to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of Neither the Company Disclosure Schedulenor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination or award applicable to the articles Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent, approval or conditions of, notice under or result in modification of, require any notice, waiver a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (A) any Material Contractnote, bond, mortgage, license, or loan or credit agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Properties may be bound or (B) any other agreement, instrument or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will reasonably be required expected to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act The Company or the Securities Act, (b) filings with applicable Subsidiary has performed all of the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form material obligations required to be performed by it under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 each Company Material Contract. Each of the Company Disclosure ScheduleMaterial Contracts is in full force and effect and enforceable in accordance with their terms. There exists no default or event of default or event, the executionoccurrence, delivery and performance of this Agreement by condition or act, with respect to the Company and or any of its Subsidiaries, or to the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the articles of incorporation or bylaws knowledge of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give respect to any other contracting party party, which, with the right to terminategiving of notice, accelerate obligations under or receive payment under or constitute (or with notice or the lapse of time or both constitutethe happening of any other event or conditions, would reasonably be expected to (i) become a default or event of default under any Company Material Contract, or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Company Material Contract, or (B) the right to cancel, terminate or modify any Company Material Contract. Neither the Company nor any of its Subsidiaries has received any written notice regarding (x) any breach of or default under, or (y) any intention to cancel or modify, any Company Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 3.17(c) of the Company Disclosure ScheduleLetter, neither the Company nor any Company Subsidiary is or will be required as to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity those Contracts listed in connection with the execution and delivery of this Agreement or Section 3.17(a)(xiii): (a) the consummation of the transactions contemplated hereby by this Agreement will neither violate nor result in the breach, modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, any such Contract; and (b) following the Closing Date, the Surviving Corporation will be permitted to exercise all of the Company’s and its Subsidiaries’ rights under such Contracts to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than failures ongoing fees, royalties or payments which do not, in the aggregate, constitute a Company Material Adverse Effector any of its Subsidiaries would otherwise be required to pay.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (Merger Certificate with the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 Secretary of the Company Disclosure ScheduleState of Delaware, the execution, delivery and performance of this Agreement by the Company Parent and the Acquisition Sub and the consummation by the Company Parent and the Acquisition Sub of the transactions contemplated hereby will not (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws Bylaws of the CompanyParent or the Acquisition Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Parent or any of its Subsidiaries, including the Acquisition Sub, is a party or to which any of them or any of their assets or properties is bound or subject; (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Parent or the Company its Subsidiaries or by which any of the Company’s Parent's or the Company its Subsidiaries’ assets ' assets, properties or properties securities is bound, ; (iv) violate any Permit, ; (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, other governmental or regulatory body; or (vi) result in the creation of any lien or other encumbrance on the assets assets, properties or properties securities of the Company Parent or a Company Subsidiaryits Subsidiaries, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals any exceptions to the absence of whichforegoing that, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase have a material adverse effect on the costs Business of consummation Parent or on the ability of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement Parent or the consummation of Acquisition Sub to consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings filing the Certificate of Merger with the Department and the DSOS contemplated hereinSecretary of State of Delaware, (c) the filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 SECTION 2.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) 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), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does could not constitute reasonably be expected to have a Company Material Adverse Effect and would will not materially increase interfere with the costs ability of consummation of Company to consummate the Offer and the Mergertransactions contemplated hereby. Except as set forth in Section 3.19 SECTION 2.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, from any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notconsents or waivers which, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and Transaction Documents, the consummation by the Company of any of the transactions contemplated hereby by any of the Transaction Documents and/or the compliance by the Company with the terms and provisions hereof or thereof, will not (A) result in any violation of or be in conflict with or constitute, with or without the passage of time and giving of notice, a default under: (i) violate any provision of the articles of incorporation Current Articles or bylaws other governing instruments of the Company, (ii) violateany judgment, conflict with order, writ, injunction, ruling or result decree, in the breach each case, of any of court or any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, to which the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material ContractCompany is subject, (iii) violate any Law applicable note, indenture or mortgage to the Company or the Company Subsidiaries which it is a party or by which any of the Company’s or the Company Subsidiaries’ assets or properties it is bound, (iv) violate any Permitagreement, contract, lease, ruling or other instrument to which it is a party or by which it or any of its assets is bound, or (v) require any filing withapplicable Law, notice to, or permit, consent or approval of, any Governmental Entity, or (viB) result in the creation of any lien or other encumbrance on the security interest upon any assets or properties of the Company or a Company Subsidiarythe suspension, excluding from revocation, forfeiture, or nonrenewal of any material permit applicable to the foregoing clauses Company; (ii)C) give to any person any rights, including rights of termination, cancellation or acceleration, or result in any payment becoming due by the Company, or result in or increase any other obligations of or restrictions on the Company; (iii)D) raise, create or increase any tax liability or similar charges to the Company, or may give rise to the revocation, cancellation, repayment or modification of any tax benefits or other grants received by the Company; or (iv)E) otherwise require the consent or approval of any authority or other person, (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does which has not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is heretofore been obtained or made or will be obtained or made prior to the Initial Closing, except the filing of the Amended Articles and the other required to give any notice to or obtain any consent or waiver fromnotices specified in Section ‎2.2, or give any notice to, any individual or entity in connection with the execution and delivery Israeli Registrar of this Agreement or Companies, each of which shall be made as soon as practicable following the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse EffectClosing.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with Neither the execution and delivery of this Agreement or the consummation Ancillary Agreements by the Sellers or the Company, nor the performance of their obligations hereunder or thereunder, will: (a) violate any provision of the transactions contemplated hereby Trusts or the Charter Documents of the Company or any of its Subsidiaries, (b) except as set forth on SCHEDULE 4.3, violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute a default under the terms of, any note, deed, lease, instrument, security agreement, mortgage, commitment, contract, agreement, license, arrangement or other instrument, whether written or oral, express or implied (collectively, "Contracts"), to which the Company or any of the Sellers is a party or by which any of the Assets are bound, (c) result in the creation or imposition of any Liens with respect to, or otherwise have an adverse effect upon, the Shares; (d) result in the creation or imposition of any Liens, other than failures which do notPermitted Liens, with respect to, or otherwise have an adverse effect upon, the Assets; (e) violate any Order against, or binding upon, any of the Sellers or the Company, or upon the Shares or the Assets, or (f) constitute a violation by any of the Sellers or the Company or any of its Subsidiaries of any Law; except, as to clauses (b), (d), (e) (except with respect to the Shares) and (f), where such violations, breaches, defaults, terminations or rights of termination, individually or in the aggregate, constitute will not have, and would not reasonably be expected to have, a material adverse effect on the Condition of the Company Material Adverse Effector impair the ability of the Sellers or the Company to perform their or its respective obligations under this Agreement or any of the Ancillary Agreements.

No Breach. Except for (a) filings the filing of the Proxy Statement with the SEC under pursuant to the Exchange Act or the Securities Act, (b) filings with the Department and registration of the DSOS contemplated herein, (c) the filing of a Notification and Report Form GMO Stock under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements ActSecurities Act of 1933, as amended (the “HSR "Securities Act”"), (c) and any similar filings in foreign jurisdictionswith various blue sky authorities, (d) filings with, or notices to, The NASDAQ Stock Market, the filing of the Certificate of Merger with the Secretary of State of Delaware and (e) matters listed in Section 3.19 the filing of the Company Disclosure ScheduleArticles of Merger and the Series Designation, if appropriate, with the Secretary of the Commonwealth of Massachusetts, the execution, delivery and performance of this Agreement by the Company Genzyme and the consummation by the Company Genzyme of the transactions contemplated hereby will not (i) violate any provision of the articles charter or by-laws of incorporation or bylaws of the Company, Genzyme; (ii) violate, conflict with violate or result in the a breach of any of the terms or conditions of, result in modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Genzyme is party or by which any of its assets or properties is bound or subject; (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries Genzyme or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, ; (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body; or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryGenzyme, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals any exceptions to the absence of whichforegoing that, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase have a material adverse effect on the costs Business of consummation of Genzyme, the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement Genzyme GMO Business or the consummation ability of Genzyme to consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department The execution and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not not, (i) violate any provision of or conflict with the articles certificate of incorporation or bylaws by-laws of the Company, Company or any of its Subsidiaries or (ii) except as set forth on SCHEDULE 6.5 hereto, violate, conflict with or with, result in the a breach of any of the terms or conditions provision of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which, with notice or lapse of time or both constituteboth, would constitute a default) a default under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any Material Contract, (iii) violate any Law applicable to the Company payment or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice other obligations pursuant to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on upon any of the assets or properties of the Company or its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any order, judgment, decree, note, bond, mortgage, indenture, deed of trust or any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of its Subsidiaries is a party, by which the Company Subsidiaryor any of its Subsidiaries or any of their respective properties is bound, excluding from or under which the Company or any of its Subsidiaries, except for any of the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, matters which individually or in the aggregate, does not constitute a Company Material Adverse Effect and aggregate would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of have a material adverse effect on the Company Disclosure Scheduleand its Subsidiaries, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver fromtaken as a whole, or give any notice to, any individual prevent or entity in connection with the execution and delivery of this Agreement or delay the consummation of the transactions contemplated hereby other than failures which do nothereby, in or (iii) violate any laws applicable to the aggregateCompany, constitute a Company Material Adverse Effectany of its Subsidiaries or any of their respective assets.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company of this Agreement, each Transaction Document to which it is or will be a party, and the consummation by the Company of the transactions contemplated hereby do not and will not (i) violate any provision of the articles of incorporation or bylaws of the Company, (ii) violate, conflict with or with, result in a breach of, constitute a default (whether after the breach giving of any notice, lapse of the terms time or conditions both) under, result in a violation of, result in modification a loss of benefit under, accelerate any obligation under, give rise to a right of termination or cancellation of, or require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required its Subsidiaries to give any notice to or obtain any approval, consent or waiver fromof any Person under the Organizational Documents of the Company or any of the Company’s Subsidiaries, or give any notice tosubject to obtaining the Stockholder Approval. Subject to the matters described in Section 3.26 and to obtaining the Stockholder Approval, any individual or entity in connection with the execution execution, delivery and delivery performance by the Company of this Agreement Agreement, each Transaction Document to which it is or will be a party, and the consummation of the transactions contemplated hereby do not and will not materially violate, materially conflict with, result in a material breach of, constitute a default (whether after the giving of notice, lapse of time or both) under, result in a material violation of, result in a material loss of benefit under, accelerate any material obligation under, give rise to a right of termination or cancellation of, or require the Company or any of its Subsidiaries to give any notice to or obtain any approval, consent or waiver of any Person under (A) any order, writ, judgment, injunction, decree, determination or award (collectively, an ”Order”), Law, Material Contract, Lien (other than failures a Permitted Lien) or Governmental License to which do notthe Company or any of its Subsidiaries is a party or by which the property of the Company or any of its Subsidiaries is bound, or (B) any other Contract to which the Company or any of its Subsidiaries is a party or by which the property of the Company or any of its Subsidiaries is bound, except in the case of this clause (B) for any such violation, conflict, breach, default, loss of benefit, acceleration, right of termination, cancellation, approval, consent or waiver that would not be, individually or in the aggregate, constitute material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 2.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does would not constitute reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of Company to consummate the transactions contemplated hereby or increase the costs of consummation of the Offer and Mergers in an amount that is material in comparison to the MergerMerger Consideration. Except as set forth in Section 3.19 2.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notwould not result in any material modification or termination of, or a material payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any material agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the aggregate, constitute last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for Assuming the due authorization and execution of all the parties (a) filings with other than the SEC under the Exchange Act Company or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Actits Subsidiaries, as amended (the “HSR Act”applicable) thereto, all Company Material Contracts are valid, binding and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, full force and (e) matters listed effect except as set forth in Section 3.19 2.18(c) of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not except (i) violate any provision as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of the articles of incorporation creditors generally and general equitable principles (whether considered in a proceeding in equity or bylaws of the Companyat law), and (ii) violateas the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. Neither the Company nor any of its Subsidiaries is in violation of any provision of, conflict or has committed or failed to perform any act which, with or result in the breach of any of the terms or conditions of, result in modification of, require any without notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) would constitute a breach or default underunder the provisions of, any Company Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result except in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) each case for those violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, does would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. To the Knowledge of the Company, no Person other than the Company or any of its Subsidiaries, which is party to any Company Material Contract, is in violation of any material provision of, or has committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a material breach or default under the provisions of any Company Material Adverse Effect and would not materially increase the costs of consummation Contract. Except as set forth in Section 2.18(c)(i) of the Offer and Company Disclosure Letter, no Company Material Contract requires the obtaining of any consent, approval, novation or waiver of any third party in connection with the Merger. Except as set forth in Section 3.19 2.18(c)(ii) of the Company Disclosure ScheduleLetter, neither as of the Company nor any Company Subsidiary is or will date hereof, there are no new customer Contracts which are being actively negotiated and which would be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation be listed on Section 2.18(b) of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse EffectDisclosure Letter.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated hereinSecretary of State of Delaware, (c) the filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 SECTION 2.20 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company, any Company Subsidiary or any Company Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) 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), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does could not constitute reasonably be expected to have a Company Material Adverse Effect and would not or materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection interfere with the execution and delivery ability of this Agreement or the consummation of Company to consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with Assuming the SEC under the Exchange Act or the Securities Act, (b) filings with the Department truth and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 accuracy of the Company Disclosure Schedulerepresentations and warranties of Purchaser and Merger Sub in Article 5, the execution, delivery and performance by the XX Xxxxxxx Seller of this Agreement by and the Company other agreements contemplated hereby to which the XX Xxxxxxx Seller is a party and the consummation by the Company of each of the transactions contemplated hereby or thereby will not (i) violate any provision of the articles of incorporation or bylaws organizational documents of the CompanyXX Xxxxxxx Seller, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable or other restriction of any Governmental Authority to which the Company or the Company Subsidiaries XX Xxxxxxx Seller is subject or by which any of the Company’s its properties or the Company Subsidiaries’ assets or properties is are bound, (iviii) violate any Permitviolate, (v) conflict with, result in a breach of, constitute a default under, require any filing with, notice toconsent or other action by any Person under or result in the acceleration of, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation or imposition of any lien Lien (other than Permitted Liens) under, any material Contract or other encumbrance on Permit to which the XX Xxxxxxx Seller is a party or by which its assets or properties are bound, except, in the case of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), ) and (iii), where the violation, conflict, breach, default or acceleration would not, individually or in the aggregate, have a material adverse effect on the XX Xxxxxxx Seller’s ability to consummate the transactions contemplated hereby, or (iv) require any authorization, consent, approval, exemption, filing, registration or notice to any Governmental Authority under the provisions of any Law (except for the filing and recordation of the Certificate of Merger as required by the DLLCA and any such actions required by the HSR Act or any other antitrust Law), except, in the case of clause (iv), (v)where failure to give such notice, and (vi) violationsto file, breaches and defaults whichor to obtain any such authorization, and filingsconsent, noticesapproval, waiversexemption, permitsfiling or registration would not, consents and approvals the absence of which, individually or in the aggregate, does not constitute have a Company Material Adverse Effect and would not materially increase material adverse effect on the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required XX Xxxxxxx Seller’s ability to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings filing the Certificate of Merger with the Department Secretary of State of Delaware and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 SECTION 2.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Company is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ 's assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryCompany, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does will not constitute have a Company Material Adverse Effect and would not or materially increase interfere with the costs of consummation ability of the Offer and Company to consummate the Mergertransactions contemplated hereby. Except as set forth in Section 3.19 SECTION 2.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or not and will not be required to give any notice to or obtain any consent or waiver from, or give any notice to, from any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby in order to avoid a modification or termination of, or a payment or default under a contract or agreement that is described in Section 2.11 or any other than failures which do not, in the aggregate, constitute material contract or agreement with a Company Material Adverse Effectthird party.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in set forth on Section 3.19 4.3 of the Company Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement by and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, ; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any Material Contract, contract or other agreement or instrument to which the Company is a party or by or to which the assets or properties of the Company may be bound or subject; (iii) violate any Law applicable to order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon the Company Company, or upon the Company Subsidiaries securities, assets or by which any business of the Company’s or the Company Subsidiaries’ assets or properties is bound, ; (iv) violate any Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Company, or to the securities, assets or business of the Company; (v) require result in the creation or imposition of any filing with, notice to, lien or permit, consent other encumbrance or approval of, the acceleration of any Governmental Entity, indebtedness or other obligation of the Company or its Subsidiaries; or (vi) result in the creation breach of any lien of the terms or other encumbrance on the assets conditions of, constitute a default under, or properties otherwise cause a violation of, any Permit of the Company or a Company Subsidiary, excluding from its Subsidiaries; except in the foregoing clauses case of (ii), (iii), (iv), (v), and ) through (vi) above, for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, waiversmodifications, permitsimpairments, consents and approvals the absence of whichliens or other encumbrances that would not, individually or in the aggregate, does not constitute have a Company Material Adverse Effect and would not materially increase material adverse effect on the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 business, properties, assets, condition (financial or otherwise), liabilities, operations or prospects of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver fromits Subsidiaries, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or adversely affect the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute (a "Company Material Adverse Effect").

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings the filing of the Certificate of Merger with the Department and the DSOS contemplated hereinSecretary of State of Delaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx HSR Act or any foreign Antitrust Improvements Act, as amended (the “HSR Act”) Law and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 compliance with any applicable requirements of the Company Disclosure ScheduleSecurities Act, the Exchange Act and any other applicable securities or takeover laws, whether state or foreign, the execution, delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby will not (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the CompanyPurchaser or Merger Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which either Purchaser or Merger Sub is a party or to which it or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Purchaser or the Company Subsidiaries Merger Sub or by which any of the Company’s Purchaser's or the Company Subsidiaries’ Merger Sub's assets or properties is bound, (iv) violate any Permitlicense, permit, franchise, order or approval applicable to either Purchaser or Merger Sub or their respective businesses, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company Purchaser or a Company SubsidiaryMerger Sub, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase reasonably be expected to have a material adverse effect on the costs assets, properties, business or financial condition of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is Purchaser or will be required to give any notice to Merger Sub or obtain any consent or waiver from, or give any notice to, any individual or entity in connection interfere with the execution and delivery ability of this Agreement Purchaser or the consummation of Merger Sub to consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings the filing of the Registration Statement with the SEC under the Exchange Act or the Securities ActSEC, (b) filings with required under the Department and the DSOS contemplated hereinExchange Act, (c) the filing of the Articles of Merger with the Secretary of The Commonwealth of Massachusetts, (d) the filing of the Certificate of Merger with the Secretary of State of Delaware, (e) the filing of a Notification and Report Form form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, Act and (ef) matters listed in Section 3.19 of the Company Disclosure Schedulesubject to any approvals or consents required under Genzyme's credit agreements, the execution, delivery and performance of this Agreement by the Company Genzyme and the consummation by the Company its of the transactions contemplated hereby will not (i) violate any provision of the articles charter or by-laws of incorporation or bylaws of the CompanyGenzyme, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which Genzyme or a Genzyme Subsidiary is party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Genzyme or the Company Subsidiaries a Genzyme Subsidiary or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company Genzyme or a Company Genzyme Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does would not constitute have a Company Genzyme Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required interfere with Genzyme's ability to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with Neither the SEC under Company nor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents. Neither the Exchange Act Company nor any of its Subsidiaries are in material violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Securities ActCompany, (b) filings with the Department and the DSOS contemplated hereinany of its Subsidiaries or any of their respective assets or properties. The execution, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Marketdelivery, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the articles Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms or conditions ofCompany’s Subsidiaries, result (iii) other than the Stockholder approval and any national securities exchange listing approval described in modification ofthe Transaction Documents, require any notice, waiver consent or action under, approval which has not been obtained on or otherwise give any other contracting party prior to the right to terminate, accelerate obligations date hereof or notice under or receive payment under result in a violation or breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any Material Contractnote, bond, mortgage, license, or loan or credit agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or (B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities --------- Act, (b) filings the filing of the Certificate of Merger with the Department and the DSOS contemplated hereinSecretary of State of Delaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx HSR Act or any foreign Antitrust Improvements Act, as amended (the “HSR Act”) Law and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 compliance with any applicable requirements of the Company Disclosure ScheduleSecurities Act, the Exchange Act and any other applicable securities or takeover laws, whether state or foreign, the execution, delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby will not (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the CompanyPurchaser or Merger Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which either Purchaser or Merger Sub is a party or to which it or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Purchaser or the Company Subsidiaries Merger Sub or by which any of the Company’s Purchaser's or the Company Subsidiaries’ Merger Sub's assets or properties is bound, (iv) violate any Permitlicense, permit, franchise, order or approval applicable to either Purchaser or Merger Sub or their respective businesses, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company Purchaser or a Company SubsidiaryMerger Sub, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase reasonably be expected to have a material adverse effect on the costs assets, properties, business or financial condition of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is Purchaser or will be required to give any notice to Merger Sub or obtain any consent or waiver from, or give any notice to, any individual or entity in connection interfere with the execution and delivery ability of this Agreement Purchaser or the consummation of Merger Sub to consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings filing the Certificate of Merger with the Department and the DSOS contemplated hereinSecretary of State of Delaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 SECTION 2.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) 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), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does could not constitute reasonably be expected to have a Company Material Adverse Effect and would will not materially increase interfere with the costs ability of consummation of Company to consummate the Offer and the Mergertransactions contemplated hereby. Except as set forth in Section 3.19 SECTION 2.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, from any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notconsents or waivers which, individually or in the aggregate, constitute could not reasonably be expected to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, jurisdictions and (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 2.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does would not constitute reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of Company to consummate the transactions contemplated hereby or increase the costs of consummation of the Offer and Mergers in an amount that is material in comparison to the MergerMerger Consideration. Except as set forth in Section 3.19 2.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notwould not result in any material modification or termination of, or a material payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any material agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the aggregate, constitute last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles Articles of incorporation Incorporation or bylaws Bylaws of the Company, any Sellers; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractcontract, option, mortgage, indenture or other material agreement or instrument to which any Sellers are a party or by or to which it or any of the Assets may be bound or subject except to the extent that parties to agreements may be required to consent to the transaction which is the subject of this Agreement; (iii) violate any Law applicable to order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, any Sellers, or upon the Company properties or the Company Subsidiaries or by which business of any of the Company’s or the Company Subsidiaries’ assets or properties is bound, Sellers; (iv) except as set forth on Schedule 4.4, violate any Permitstatute, law, regulation or ordinance of any jurisdiction; or (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or liens, mortgages, pledges, options, claims, security interests, title defects, encumbrances, conditional sales contracts, charges and other encumbrance restrictions of every kind (collectively, the "Liens") on the assets or properties Assets being conveyed to Buyer hereunder, other than Liens resulting from acts of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and Buyer; (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, result in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs imposition or creation of consummation any Lien on any of the Offer and the Merger. Except as set forth in Section 3.19 Assets or accelerate any indebtedness of the Company Disclosure ScheduleSellers or to which the Assets may be bound; or (vii) breach, neither the Company nor impair or in any Company Subsidiary is way limit any governmental or will be required to give any notice to official license, approval, permit or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation authorization of the transactions contemplated hereby other than failures Sellers which do not, in would affect or impact the aggregate, constitute a Company Material Adverse Effectoperations of the Assets.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities ActSEC, (b) filings with the Department Secretary of State of Delaware contemplated herein and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act, as amended (the “"HSR Act”") and any similar xxx xxx xxxxxxr filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Company Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by 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), vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of whichwhich would not reasonably be expected to have, individually or in the aggregate, does not constitute a Company Material Adverse Effect and Effect, would not reasonably be expected to materially interfere with the ability of Company to consummate the transactions contemplated hereby or would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notthat would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities ActSEC, (b) filings with the Department Secretary of State of Delaware contemplated herein and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Company Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by 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), vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of whichwhich would not reasonably be expected to have, individually or in the aggregate, does not constitute a Company Material Adverse Effect and Effect, would not reasonably be expected to materially interfere with the ability of Company to consummate the transactions contemplated hereby or would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do notthat would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 None of the Company Disclosure Scheduleissuance and sale by CQP of the Purchased Units (including upon the conversion of Class B Units into Conversion Units), the execution, delivery and performance of this Agreement by the Company and Basic Documents or the consummation by the Company of the transactions contemplated hereby will not Transactions (i) violate any provision will, as of the articles of incorporation Initial Funding, conflict with, or bylaws constitute a violation of, any of the CompanyOperating Agreements, (ii) violaterequires, conflict with as of the date hereof, or will require, as of the Initial Funding, any consent, approval or notice under, or result in the a breach of any of the terms or conditions violation of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which, with notice or lapse of time or both constituteboth, would constitute such a default) a default under, any Material Contract, (iii) violate Contract to which any Law applicable to of the Company or the Company Subsidiaries CQP Entities is a party or by which any of them or any of their respective Properties may be bound (other than conflicts, breaches, violations or defaults that have been, or prior to the Company’s Initial Funding will be, waived or cured), (iii) subject to the Company Subsidiaries’ assets accuracy of the representations and warranties in ARTICLE V (disregarding the references to materiality therein), upon receipt of the Regulatory Approvals, will, as of the Initial Funding, violate any Law of any Governmental Authority having jurisdiction over any CQP Entity or properties any of their respective Properties in a proceeding to which any of them or their respective Properties is bound, or was a party or (iv) violate any Permit, (v) require any filing with, notice to, results or permit, consent or approval of, any Governmental Entity, or (vi) will result in the creation or imposition of any lien or other encumbrance on the assets or properties Lien upon any Property of any of the Company CQP Entities (other than such Liens as arise under the CQP Amended Partnership Agreement, applicable state and federal securities Laws or a Company Subsidiarythe Delaware LP Act or in connection with the Project Financing), excluding from which conflicts, breaches, violations, defaults or Liens, in the foregoing case of clauses (ii), (iii), ) or (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute could reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company CQP Material Adverse Effect.

No Breach. Except for (a) filings with the SEC required under the Exchange Act or the Securities Act, and (b) filings with the Department and the DSOS contemplated herein, (c) the any required filing of a Notification and Report Form form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements ActAct of 1976, as amended (the “"HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock MarketACT"), and (ec) matters listed in Section 3.19 subject to filing a notice of sale on Form D pursuant to Rule 506 under the Company Disclosure ScheduleSecurities Act, if applicable, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the articles of incorporation charter or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which the Company or any Subsidiary of the Company, if any, is party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement (each an "ORDER") of any court, arbitrator or governmental or regulatory body applicable to the Company or any Subsidiary of the Company Subsidiaries Company, if any, or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate require on the part of the Company or any PermitSubsidiary of the Company, (v) require if any, any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (viv) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company Subsidiaryany Subsidiary of the Company, if any, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC required under the Exchange Act or the Securities Act, and (b) filings with the Department and the DSOS contemplated herein, (c) the any required filing of a Notification and Report Form form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements ActAct of 1976, as amended (the “"HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock MarketACT"), and (ec) matters listed in Section 3.19 subject to filing a notice of sale on Form D pursuant to Rule 506 under the Company Disclosure ScheduleSecurities Act, if applicable, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the articles of incorporation charter or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which the Company or any Subsidiary of the Company, if any, is party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement (each an "ORDER") of any court, arbitrator or governmental or regulatory body applicable to the Company or any Subsidiary of the Company Subsidiaries Company, if any, or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate require on the part of the Company or any PermitSubsidiary of the Company, (v) require if any, any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (viv) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company Subsidiaryany Subsidiary of the Company, if any, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute have a Company Material Adverse Effect.

No Breach. Except for (a) filings with Neither the SEC under Company nor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Exchange Act Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Securities ActCompany, (b) filings with the Department and the DSOS contemplated hereinany of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Marketdelivery, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the articles Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent or conditions of, approval which has not been obtained on or prior to the date hereof or notice under or result in modification of, require any notice, waiver a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any Material Contractnote, bond, mortgage, license, or loan or credit agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Properties may be bound or (B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will reasonably be required expected to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department Secretary of State of the State of Delaware contemplated herein and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 3.20 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 (i) violate any provision of the articles certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constituteboth) a default under, any Material Contractinstrument, contract or other agreement to which the Company is a party or to which the Company or its assets or properties is bound or subject, (iii) subject to obtaining the Company Stockholder Approval (to the extent required by applicable Law to consummate the Merger), violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryCompany, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches conflicts, modifications, breaches, terminations, accelerations and defaults which, and filings, notices, waiversactions, permits, consents and approvals the absence of which, in the aggregate, does which would not constitute have a Company Material Adverse Effect and would not materially increase interfere with the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 ability of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (ai) filings All the Company Material Contracts are valid, legal, and binding on the Company or its applicable Subsidiary, enforceable against it in accordance with its terms, and are in full force and effect subject to the SEC Enforceability Exceptions and except as would not be material to the Company and its Subsidiaries, taken as a whole; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party has violated any provision of, or failed to perform any obligation required under the Exchange Act provisions of, any Company Material Contract or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed Government Contracts required to be set forth in Section 3.19 4.20 of the Company Disclosure ScheduleLetter except for any violation that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (iii) assuming the accuracy of Section 5.11, there is no event or condition that occurred or exists, including the consummation of the Offer, the executionMerger and the transactions contemplated hereby, delivery and performance that constitutes or that, with or without notice, the happening of this Agreement any event and/or the passage of time, could constitute a default or breach under any such Material Contract by the Company and and/or any Subsidiary or, to the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the articles of incorporation or bylaws Knowledge of the Company, (ii) violateany other party thereto, conflict with or result in could cause the breach acceleration of any of the terms obligation or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation loss of any lien rights of any party thereto or other encumbrance on the assets give rise to any right of termination or properties of the Company cancellation thereof except for (x) any default or a Company Subsidiarybreach that would not reasonably be expected to have, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase (y) under the costs Payoff Debt upon the occurrence of a “change of control” upon consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure ScheduleOffer; (iv) since June 30, 2015, neither the Company nor any Company Subsidiary is or will be required to give of its Subsidiaries has received written notice of any notice to or obtain any consent or waiver fromactual, alleged, or give any notice topotential violation of, or failure to comply with, any individual term or entity in connection with requirement of any Company Material Contract that would be material to the execution Company and delivery of this Agreement or its Subsidiaries, taken as a whole; and (v) neither the consummation Company nor its Subsidiaries has received any written notice or, to the Knowledge of the transactions contemplated hereby Company, any other than failures which do notnotice that any party intends to terminate, in the aggregatecancel, constitute a or not renew any Company Material Adverse EffectContract.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company do not and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not (i) violate any provision of the articles certificate of incorporation or bylaws by-laws of the CompanyCompany or the comparable organizational documents of a Material Company Subsidiary, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification ofof or the cancellation or loss of a benefit under, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment or additional rights under or constitute (or with notice or lapse of time time, or both both, constitute) a default under, any Material ContractContract (excluding Permits), (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) except for (a) filings with the SEC under the Exchange Act, (b) filings pursuant to the DGCL as contemplated herein, (c) the filing of a pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx xny merger control, competition or fair trade Law filings in foreign jurisdictions if and to the extent required, (d) filings required with, and approvals required by, the Nasdaq rules and regulations, and (e) the notifications and consents listed on Section 3.17 of the Company Disclosure Schedule, require any registration or filing with, notice to, or permitPermit, order, authorization, consent or approval of, any Governmental EntityEntity or any third party pursuant to a Material Contract or any material Lease, or (vi) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company SubsidiarySubsidiary (other than Permitted Liens), excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches conflicts, breaches, accelerations, rights or entitlements, defaults and defaults Liens which, and filings, registrations, notices, waiversPermits, permitsorders, authorizations, consents and approvals the absence of whichwhich would not have, individually or in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect. Notwithstanding the foregoing, for all purposes of the Agreement, the Company does not make any representation or warranty (pursuant to this Section 3.17 or elsewhere in this Agreement) regarding the effect of the applicable antitrust, merger control, competition or fair trade Laws on its ability to execute, deliver, or perform its obligations under the Agreement or to consummate the Merger as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated hereinSecretary of State of Delaware, (c) the any filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 2.19 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 (i) violate any provision of the articles Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractinstrument, contract or other agreement to which the Company, any Company Subsidiary or any Company Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) 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), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.the

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with under the Department and the DSOS contemplated hereinExchange Act, (c) filings with the Secretary of State of Delaware and the Secretary of the Commonwealth of Massachusetts, (d) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) Act and any similar filings in foreign jurisdictions, (de) filings with, or notices to, The NASDAQ Stock Market, consents and waivers under Parent's credit agreements and debt instruments and (ef) the matters listed in Section 3.19 3.10 of the Company Parent Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company Parent and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the articles charter or by-laws of incorporation or bylaws of the CompanyParent, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contractmaterial instrument, contract or other agreement to which Parent is party or to which it or any of its assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries Parent or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryParent, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would will not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required interfere with Parent's ability to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of consummate the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effecthereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company of this Agreement, the Stockholder Agreements and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the terms hereof do not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the articles certificate of incorporation or bylaws of the CompanyCompany or the comparable organizational documents of any Company Subsidiary, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification ofof or the cancellation or loss of a benefit under, require any notice, waiver consent or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or additional rights under, or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, bound or (iv) violate except for (a) compliance with any Permitapplicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities laws, (vb) filings pursuant to the DGCL as contemplated herein, (c) the filing of a pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (d) filings and approvals required by the Nasdaq rules and regulations, require any registration or filing with, notice to, or permitPermit, order, authorization, consent or approval of, any Governmental Entity, or (vi) result excluding in the creation case of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses clause (ii), (iii)violations, (iv)conflicts, (v)breaches, accelerations, rights or entitlements, and (vi) violationsdefaults which would not, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, does not constitute have a Company Material Adverse Effect and would not or prevent or materially increase the costs of consummation of delay the Offer and or the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement Merger or the consummation of the other transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effectby this Agreement.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (e) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company Seller and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the articles of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Material Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, does not constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby do not conflict with or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any Lien upon any material assets or properties of Seller, or require any authorization, consent, approval, exemption or other action by or notice to any court, other Governmental Body or other third party, under (a) the provisions of Seller’s limited liability company or applicable operating agreement, (b) any indenture, mortgage, lease, loan agreement or other material agreement or instrument to which Seller is bound or (c) any law, statute, rule or regulation or order, judgment or decree to which Seller is subject, other than failures which do notin the case if clauses (b) and (c) above, any such breaches, defaults, modifications, terminations, accelerations, losses, increases, violations or Liens that, individually or in the aggregate, constitute would not have a Company Material Adverse Effectmaterial adverse effect on the ability of Seller to perform any of its material obligations under this Agreement or consummate the transactions contemplated hereby, and other than any such authorizations, consents, approvals, exemptions or other actions required under the HSR Act or that may be required by reason of Buyer’s participation in the transactions contemplated hereby or the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the ability of Seller to perform any of its material obligations under this Agreement or consummate the transactions contemplated hereby.